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Registered number: 01925750










SHELTON FLEMING GROUP LIMITED

AUDITED
ANNUAL REPORT
AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED
31 DECEMBER 2024
 






 



 






 
SHELTON FLEMING GROUP LIMITED
 

COMPANY INFORMATION


Directors
Mr M H Fleming-Gale 
Mrs L Fleming-Gale 




Registered number
01925750



Registered office
First Floor
38-40 Southwark Street

London

SE1 1UN




Independent auditors
Wellden Turnbull Limited
Chartered Accountants & Statutory Auditors

Albany House

Claremont Lane

Esher

Surrey

KT10 9FQ





 
SHELTON FLEMING GROUP LIMITED
 

CONTENTS



Page
Chairman's statement
 
 
1 - 2
Directors' report
 
 
3 - 4
Independent auditors' report
 
 
5 - 8
Consolidated statement of income and retained earnings
 
 
9
Consolidated balance sheet
 
 
10
Company balance sheet
 
 
11 - 12
Consolidated statement of changes in equity
 
 
13
Company statement of changes in equity
 
 
14
Notes to the financial statements
 
 
15 - 29


 
SHELTON FLEMING GROUP LIMITED
 
 
CHAIRMAN'S STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2024

The chairman presents his statement for the period.

The year has seen a remarkable turnaround in the Group’s fortunes,with record profits borne from the detailed planning and restructuring work carried out in 2023 and the continuing success of our new business strategy. Success brings new and exciting challenges as activity has continued to accelerate during 2024. The global downturn, that affected 2023 has picked up and we have seen a steady benefit of the recovery in the global event industry. 
During the year we continued to streamline our business, cutting unnecessary costs while still building our digital  offering and developing relationships with our clients. The inflationary pressures that affected 2023 are still there, but direct costs and the currency fluctuations were managed more effectively with new management controls.
The Group made a very respectable profit from trading during the year and also benefited from a windfall arising from the restructuring activities in 2023.  
We start 2025 in a very strong position with a scheduled and contracted pipeline of work already over 80% of that achieved for the whole of 2024. The Group expects to outperform 2024 significantly for at least the following two financial years. This comes additional projects from both existing clients and instructions from new clients.

FINANCIAL PERFORMANCE
The Group made a profit after tax of £1,380,783  (2023 - £19,773 loss).

BUSINESS IMPROVEMENT
We have continued strategic, purposeful improvement in our business. We remain aligned with AI technology and key partners for experiential event projects. We continue to promote our enhanced team for digital engagement services and content production expertise to improve our tendering success. Our digital production AI skills and content services remain the key focus of our expansion in services. We have also made a substantial investment in creative strategy services and the client service team which has grown to service the developing growth in business.

NEW BUSINESS STRATEGY
We focus on new business within a highly targeted strategy and partner with digital marketeers at face-to-face events to provide a steady stream of potential new business opportunities. We are converting and capitalising these leads and building new additional long term client relationships. From our business strategy, this year we won substantial assignments from new clients including KPMG, JP Morgan, Warner Brothers, and many of our continuing clients. We also continue to review the way that we price our work, and we review and manage costs in line with the growth and development of the business.

TRADING CONDITIONS
Both our International and UK business has continued to remain strong.
Our simpler group structure and an upturn in business as well as assignments from many new clients has generated solid growth in 2024. The Group is experiencing its strongest trading year ever and has a solid pipeline of future assignments. Trading has been busy and profitable so far in 2025 and well ahead of prior years. We forecast a strong finish to the year.





 
Page 1

 
SHELTON FLEMING GROUP LIMITED
 

 
CHAIRMAN'S STATEMENT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024

Shelton Fleming Group Limited is long established and is well regarded in the industry. Our investment in our clients, suppliers and staff has stood us well in the current year.I planned to maintain competitive advantage and strong returns on projects, and this has paid off in 2024 and will continue to do so in 2025.


NameMr M H Fleming-Gale
Chairman

Date
Page 2

 
SHELTON FLEMING GROUP LIMITED
 
 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024

The Directors present their report and the financial statements for the year ended 31 December 2024.

Directors' responsibilities statement

The Directors are responsible for preparing the Directors' report and the consolidated financial statements in accordance with applicable law and regulations.
 
Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and the Group and of the profit or loss of the Group for that period.

 In preparing these financial statements, the Directors are required to:


select suitable accounting policies for the Group's financial statements and then apply them consistently;

make judgements and accounting estimates that are reasonable and prudent; and

prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group will continue in business.

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

Principal activities

The principal activities of the Group during the year were that of consultants in events, brand environments,
exhibitions and onscreen production.

Directors

The Directors who served during the year were:

Mr M H Fleming-Gale 
Mrs L Fleming-Gale 

Disclosure of information to auditors

Each of the persons who are Directors at the time when this Directors' report is approved has confirmed that:
 
so far as the Director is aware, there is no relevant audit information of which the Company and the Group's auditors are unaware, and

the Director has taken all the steps that ought to have been taken as a Director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditors are aware of that information.

Auditors

The auditorsWellden Turnbull Limitedwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

Page 3

 
SHELTON FLEMING GROUP LIMITED
 

DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024

Small companies note

In preparing this report, the Directors have taken advantage of the small companies exemptions provided by section 415A of the Companies Act 2006.

This report was approved by the board and signed on its behalf.
 





Mr M H Fleming-Gale
Director

Date: 25 March 2025



Page 4

 
SHELTON FLEMING GROUP LIMITED
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SHELTON FLEMING GROUP LIMITED
 

Opinion


We have audited the financial statements of Shelton Fleming Group Limited (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 31 December 2024, which comprise the consolidated statement of income and retained earnings, the Consolidated balance sheet, the Company balance sheet, the Consolidated statement of changes in equity, the Company statement of changes in equity and the related notes, including a summary of significant accounting policiesThe financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).


In our opinion the financial statements:


give a true and fair view of the state of the Group's and of the parent Company's affairs as at 31 December 2024 and of the Group's profit for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.


Basis for opinion


We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.


Conclusions relating to going concern


In auditing the financial statements, we have concluded that the Directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.


Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Group's or the 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 Directors with respect to going concern are described in the relevant sections of this report.


Page 5

 
SHELTON FLEMING GROUP LIMITED
 

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SHELTON FLEMING GROUP LIMITED (CONTINUED)

Other information


The other information comprises the information included in the Annual Report other than the financial statements and our auditors' report thereon. The Directors are responsible for the other information contained within the Annual ReportOur 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.


Opinion on other matters prescribed by the Companies Act 2006
 

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


the information given in the Directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the Directors' report have been prepared in accordance with applicable legal requirements.


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 its environment obtained in the course of the audit, we have not identified material misstatements in the Directors' 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:


adequate accounting records have not been kept by the parent Company, or returns adequate for our audit have not been received from branches not visited by us; or
the parent Company financial statements are not in agreement with the accounting records and returns; or
certain disclosures of Directors' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit; or
the Directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemptions in preparing the Directors' report and from the requirement to prepare a group strategic report.


Responsibilities of directors
 

As explained more fully in the directors' responsibilities statement set out on page 3, the Directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the Directors determine 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 Directors are responsible for assessing the Group's and 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 Directors either intend to liquidate the Group or the parent Company or to cease operations, or have no realistic alternative but to do so.


Page 6

 
SHELTON FLEMING GROUP LIMITED
 

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SHELTON FLEMING GROUP LIMITED (CONTINUED)

Auditors' responsibilities for the audit of the financial statements
 

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors' 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 Group financial statements.


Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. We have identified  the greatest risk of a material impact on the financial statements from irregularities, including fraud, to relate to the timing and recognition of revenue and the override of controls by management. We have obtained an understanding of the legal and regulatory frameworks that the Group operates within including both those that directly have an impact on the financial statements and more widely those for which non-compliance could have a significant impact on the Group’s operations and reputation. The Companies Act 2006, employee legislation, health and safety legislation and data protection are those we have identified in this regard. Auditing standards limit the required procedures as to non-compliance with laws and regulations to enquiries of those charged with governance and review of any applicable correspondence.
The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

Enquiry of management and those charged with governance as to actual and potential litigation and claims;
 
Enquiry of management and those charged with governance to identify any instances of non-compliance with laws and regulations;
 
Reviewing financial statement disclosures and verification to supporting documentation to assess compliance with applicable laws and regulations;
 
Assessing the reasonableness of revenue recognised in the period based on contractual terms and obligations and the requirement of accounting standards; and
 
Performing audit work over the risk of management override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business.


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 is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.


A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditors' report.


Other matters 
 

The prior year financial statements were outside the scope of audit regulations and therefore the corresponding figures were not audited.


Page 7

 
SHELTON FLEMING GROUP LIMITED
 

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SHELTON FLEMING GROUP LIMITED (CONTINUED)

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 2006Our 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 auditors' 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.





Mark Nelligan FCA (senior statutory auditor)
  
for and on behalf of
Wellden Turnbull Limited
 
Chartered Accountants
Statutory Auditors
  
Albany House
Claremont Lane
Esher
Surrey
KT10 9FQ
 

25 March 2025
Page 8

 
SHELTON FLEMING GROUP LIMITED
 

CONSOLIDATED STATEMENT OF INCOME AND RETAINED EARNINGS
FOR THE YEAR ENDED 31 DECEMBER 2024

2024
2023
                                                                                                                
£
£

  

Turnover
  
11,302,632
9,897,964

Cost of sales
  
(8,099,569)
(8,120,508)

Gross profit
  
3,203,063
1,777,456

Administrative expenses
  
(1,677,840)
(1,804,151)

Operating profit/(loss)
  
1,525,223
(26,695)

Amounts written off investments
  
319,652
-

Interest receivable and similar income
  
2,696
2,324

Interest payable and expenses
  
(4,798)
(47,640)

Profit/(loss) before tax
  
1,842,773
(72,011)

Tax on profit/(loss)
  
(461,990)
52,238

Profit/(loss) after tax
  
1,380,783
(19,773)

  

  

Retained earnings at the beginning of the year
  
2,626,980
2,798,703

Profit for the year attributable to the owners of the parent company
  
1,380,783
(19,773)

Dividends declared and paid
  
(190,200)
(151,950)

Retained earnings at the end of the year
  
3,817,563
2,626,980

There were no recognised gains and losses for 2024 or 2023 other than those included in the consolidated statement of income and retained earnings.

The notes on pages 15 to 29 form part of these financial statements.

Page 9

 
SHELTON FLEMING GROUP LIMITED
REGISTERED NUMBER:01925750

CONSOLIDATED BALANCE SHEET
AS AT 31 DECEMBER 2024

2024
2023
                                                                       Note
£
£

Fixed assets
  

Tangible assets
 5 
96,858
90,431

Current assets
  

Debtors
 7 
4,592,522
3,472,415

Cash at bank and in hand
 8 
3,165,648
2,006,782

  
7,758,170
5,479,197

Current liabilities
  

Creditors: amounts falling due within one year
 9 
(3,710,502)
(2,771,674)

Net current assets
  
 
 
4,047,668
 
 
2,707,523

Total assets less current liabilities
  
4,144,526
2,797,954

Creditors: amounts falling due after more than one year
 10 
-
(50,000)

Provisions for liabilities
  

Deferred taxation
 11 
(8,009)
(9,517)

  
 
 
(8,009)
 
 
(9,517)

Net assets
  
4,136,517
2,738,437


Capital and reserves
  

Called up share capital 
 12 
25,000
25,000

Other reserves
 13 
293,954
86,457

Profit and loss account
 13 
3,817,563
2,626,980

Equity attributable to owners of the parent Company
  
4,136,517
2,738,437


The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.

The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 

Mr M H Fleming-Gale
Director

Date: 25 March 2025

The notes on pages 15 to 29 form part of these financial statements.

Page 10

 
SHELTON FLEMING GROUP LIMITED
REGISTERED NUMBER:01925750

COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2024

2024
2023
                                                                      Note
£
£

Fixed assets
  

Tangible assets
 5 
42,753
50,482

Investments
 6 
264,495
77,863

  
307,248
128,345

Current assets
  

Debtors
 7 
1,645,830
1,600,366

Cash at bank and in hand
 8 
871,611
558,703

  
2,517,441
2,159,069

Current liabilities
  

Creditors: amounts falling due within one year
 9 
(39,736)
(17,449)

Net current assets
  
 
 
2,477,705
 
 
2,141,620

Total assets less current liabilities
  
2,784,953
2,269,965

  

Provisions for liabilities
  

Deferred taxation
 11 
(8,009)
(9,517)

  
 
 
(8,009)
 
 
(9,517)

Net assets
  
2,776,944
2,260,448


Capital and reserves
  

Called up share capital 
 12 
25,000
25,000

Capital contribution reserve
 13 
264,395
77,763

Other reserves
 13 
29,559
8,694

Profit and loss account brought forward
 13 
2,148,991
2,421,802

Profit/(loss) for the year
  
499,199
(120,861)

Other changes in the profit and loss account

  

(190,200)
(151,950)

Profit and loss account carried forward
  
2,457,990
2,148,991

Shareholders' funds
  
2,776,944
2,260,448


Page 11

 
SHELTON FLEMING GROUP LIMITED
REGISTERED NUMBER:01925750

COMPANY BALANCE SHEET (CONTINUED)
AS AT 31 DECEMBER 2024

The Company's 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 authorised for issue by the board and were signed on its behalf by: 


Mr M H Fleming-Gale
Director

Date: 25 March 2025

The notes on pages 15 to 29 form part of these financial statements.



Page 12

 
SHELTON FLEMING GROUP LIMITED
 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024


Called up share capital
Other reserves
Profit and loss account
Total equity

£
£
£
£


At 1 January 2023
25,000
-
2,798,703
2,823,703


Comprehensive income for the year

Loss for the year
-
-
(19,773)
(19,773)

Increase in year
-
86,457
-
86,457
Total comprehensive income for the year
-
86,457
(19,773)
66,684


Contributions by and distributions to owners

Dividends: Equity capital
-
-
(151,950)
(151,950)



At 1 January 2024
25,000
86,457
2,626,980
2,738,437


Comprehensive income for the year

Profit for the year
-
-
1,380,783
1,380,783

Increase in year
-
207,497
-
207,497
Total comprehensive income for the year
-
207,497
1,380,783
1,588,280


Contributions by and distributions to owners

Dividends: Equity capital
-
-
(190,200)
(190,200)


At 31 December 2024
25,000
293,954
3,817,563
4,136,517


The notes on pages 15 to 29 form part of these financial statements.

Page 13

 
SHELTON FLEMING GROUP LIMITED
 

COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024


Called up share capital
Capital contribution reserve
Other reserves
Profit and loss account
Total equity

£
£
£
£
£


At 1 January 2023
25,000
-
-
2,421,802
2,446,802


Comprehensive income for the year

Loss for the year
-
-
-
(120,861)
(120,861)

Increase in year
-
77,763
8,694
-
86,457

Dividends: Equity capital
-
-
-
(151,950)
(151,950)



At 1 January 2024
25,000
77,763
8,694
2,148,991
2,260,448



Profit for the year
-
-
-
499,199
499,199

Increase in year
-
186,632
20,865
-
207,497

Dividends: Equity capital
-
-
-
(190,200)
(190,200)


At 31 December 2024
25,000
264,395
29,559
2,457,990
2,776,944


The notes on pages 15 to 29 form part of these financial statements.

Page 14

 
SHELTON FLEMING GROUP LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

1.


General information

Shelton Fleming Group Limited is a private company, limited by shares and incorporated in England and Wales, registered number 01925750. The registered office address is First Floor,38-40 Southwark Street,London, SE1 1UN.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The consolidated financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with FRS 102 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland' and the requirements of the Companies Act 2006. The disclosure requirements of Section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own statement of income and retained earnings in these financial statements.

The following principal accounting policies have been applied:

  
2.2

Compliance with accounting standards

The financial statements have been prepared using FRS102, the financial reporting standard applicable in the UK and Republic of Ireland, including the disclosure and presentation requirements of Section 1A, applicable to small companies. There were no material departures from that standard.

 
2.3

Basis of consolidation

The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the balance sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the consolidated statement of income and retained earnings from the date on which control is obtained. They are deconsolidated from the date control ceases.

Page 15

 
SHELTON FLEMING GROUP LIMITED
 

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

 
2.4

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Revenue from sale of services is recognised when all of the following conditions are satisfied:

the Group has transferred the significant risks and rewards of ownership to the buyer;
 
the Group retains neither continuing managerial involvement to the degree usually 
associated with ownership nor effective control over the services sold;
 
the amount of revenue can be measured reliably;
 
it is probable that the company will receive the consideration due under the transaction; and

the costs incurred or to be incurred in respect of the transaction can be measured reliably.

 
2.5

Intangible assets

Goodwill
Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of the Group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight line basis to the consolidated statement of income and retained earnings over its useful economic life.

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

 The estimated useful lives range as follows:

Goodwill
-
3.5 years

 
2.6

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

At each reporting date the Group assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.

Page 16

 
SHELTON FLEMING GROUP LIMITED
 

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)


2.6
Tangible fixed assets (continued)

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Short-term leasehold property
-
Over the term of the lease
Motor vehicles
-
25%
Fixtures and fittings
-
25%
Office equipment
-
25%
Computer equipment
-
33%
Other fixed assets
-
100%

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.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

 
2.7

Operating leases: the Group as lessee

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

 
2.8

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

 
2.9

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

 
2.10

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

Page 17

 
SHELTON FLEMING GROUP LIMITED
 

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

 
2.11

Financial instruments

The Group has elected to apply the provisions of Section 11 “Basic Financial Instruments” 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, with 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 trade and other receivables, cash and bank balances, are initially measured at their transaction price including transaction costs and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, 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.

Discounting is omitted where the effect of discounting is immaterial. The Group's cash and cash equivalents, trade and most other receivables due with the operating cycle fall into this category of financial instruments.

Impairment of financial assets

Financial assets are assessed for indicators of impairment at each reporting date. 

Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.

If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.

Financial liabilities

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

Basic financial liabilities, which include trade and other payables, bank loans, other loans and loans due to fellow group companies are initially measured at their transaction price after transaction costs. When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Discounting is omitted where the effect of discounting is immaterial.

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

 

Page 18

 
SHELTON FLEMING GROUP LIMITED
 

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)


2.11
Financial instruments (continued)

Trade payables are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade payables are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade payables are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.

Derecognition of financial instruments

Derecognition of financial assets

Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Group transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Group will continue to recognise the value of the portion of the risks and rewards retained.

Derecognition of financial liabilities

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

 
2.12

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

 
2.13

Foreign currency translation

Functional and presentation currency

The Group's functional and presentational currency is GBP which are rounded to the nearest £.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the statement of income and retained earnings.

 
2.14

Finance costs

Finance costs are charged to the statement of income and retained earnings over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

Page 19

 
SHELTON FLEMING GROUP LIMITED
 

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

 
2.15

Dividends

Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.

 
2.16

Pensions

Defined contribution pension plan

The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the balance sheet. The assets of the plan are held separately from the Group in independently administered funds.

 
2.17

Holiday pay accrual

A liability is recognised to the extent of any unused holiday pay entitlement which is accrued at the balance sheet date and carried forward to future periods. This is measured at the undiscounted salary cost of the future holiday entitlement so accrued at the balance sheet date.

 
2.18

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company and the Group operate and generate income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits;
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and
Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.


Page 20

 
SHELTON FLEMING GROUP LIMITED
 

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

  
2.19

Share-based payments

The Group operates a equity-settled share-based compensation plan. The fair value of the employees services received in exchange for the grant of the options is recognised as an expense over the vesting period. The total amount to be expensed over the vesting period is determined by reference to the fair value of the options granted, excluding the impact of any non-market vesting conditions such as growth in earning per share. Non-market vesting conditions are included in assumptions about the number of options  that are expected to vest.
At each balance sheet date, the Group revises its estimates of the number of options that are expected to vest. It recognises the impact of the revision to original estimates , if any, in the income statement, with a corresponding adjustment to equity.
The proceeds received net of any direct attributable transactions costs are credited to share capital (nominal value) and share premium when the options are exercised. The grant by the Company of options over its equity instruments to the employees of subsidiary undertakings in the Group is treated as a capital contribution. 

 
2.20

Interest income

Interest income is recognised in the statement of income and retained earnings using the effective interest method.


3.


Judgements in applying accounting policies and key sources of estimation uncertainty

In preparing these financial statements, management is required to make judgements, estimates and assumptions which affect expected reported income, expenses, assets and liabilities and disclosure of contingent assets and liabilities. Use of available information and application of judgement are inherent in the formation of estimates, together with past experience and expectations of future events that are believed to be reasonable under the circumstances. Actual results in the future could differ from such estimates.
Management do not consider the Group to have any key sources of estimation uncertainty nor significant judgements or assumptions in preparing these financial statements.


4.


Employees

The average monthly number of employees, including Directors, during the year was 24 (2023 - 27).

Page 21

 
SHELTON FLEMING GROUP LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

5.


Tangible fixed assets

Group






Short-term leasehold property
Motor vehicles
Fixtures and fittings
Office equipment
Other fixed assets
Total

£
£
£
£
£
£



Cost or valuation


At 1 January 2024
13,762
71,236
146,293
210,336
291
441,918


Additions
11,271
-
34,789
6,880
-
52,940


Disposals
(13,762)
(390)
(145,434)
(69,736)
(291)
(229,613)


Disposal of subsidiary
-
-
(304)
(19,324)
-
(19,628)



At 31 December 2024

11,271
70,846
35,344
128,156
-
245,617



Depreciation


At 1 January 2024
13,762
20,754
143,507
173,174
291
351,488


Charge for the year on owned assets
939
17,809
3,362
23,983
-
46,093


Disposals
(13,762)
(138)
(143,782)
(69,439)
(291)
(227,412)


Disposal of subsidiary
-
-
(304)
(21,106)
-
(21,410)



At 31 December 2024

939
38,425
2,783
106,612
-
148,759



Net book value



At 31 December 2024
10,332
32,421
32,561
21,544
-
96,858



At 31 December 2023
-
50,482
2,787
37,162
-
90,431

Page 22

 
SHELTON FLEMING GROUP LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

           5.Tangible fixed assets (continued)


Company






Short-term leasehold property
Motor vehicles
Total

£
£
£

Cost or valuation


At 1 January 2024
13,762
71,236
84,998


Additions
11,271
-
11,271


Disposals
(13,762)
(390)
(14,152)



At 31 December 2024

11,271
70,846
82,117



Depreciation


At 1 January 2024
13,762
20,754
34,516


Charge for the year on owned assets
939
17,809
18,748


Disposals
(13,762)
(138)
(13,900)



At 31 December 2024

939
38,425
39,364



Net book value



At 31 December 2024
10,332
32,421
42,753



At 31 December 2023
-
50,482
50,482






Page 23

 
SHELTON FLEMING GROUP LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

6.


Fixed asset investments

Company





Investments in subsidiary companies

£



Cost or valuation


At 1 January 2024
104,949


Additions
186,632


Disposals
(27,086)



At 31 December 2024

264,495





At 1 January 2024
27,086


Impairment on disposals
(27,086)



At 31 December 2024

-



NET BOOK VALUE



At 31 December 2024
264,495



At 31 December 2023
77,863


Subsidiary undertaking


The following was a subsidiary undertaking of the Company:

Name

Class of shares

Holding

Shelton Fleming Associates Limited
Ordinary
100%

The registered office for all the subsidiary undertakings is First Floor,38-40 Southwark Street,London, SE1 1UN.

Page 24

 
SHELTON FLEMING GROUP LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

7.


Debtors

Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£

Due after more than one year

Deferred taxation
-
21,614
-
2,173

Due within one year

Trade debtors
1,787,219
1,322,484
-
-

Amounts owed by group undertakings
-
-
63,131
37,209

Other debtors
1,570,404
1,558,849
1,570,406
1,558,253

Prepayments and accrued income
1,230,259
534,144
12,293
2,731

Deferred taxation
4,640
35,324
-
-

4,592,522
3,472,415
1,645,830
1,600,366



8.


Cash and cash equivalents

Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£

Cash at bank and in hand
3,165,648
2,006,782
871,611
558,703



9.


Creditors: amounts falling due within one year

Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£

Bank loans
-
300,000
-
-

Other loans
-
317,871
-
-

Trade creditors
591,440
648,138
12,000
-

Corporation tax
411,607
1,121
13,697
-

Other taxation and social security
327,148
112,400
-
-

Other creditors
3,554
5,906
3,554
5,556

Deferred income
2,253,388
1,272,523
-
-

Accruals
123,365
113,715
10,485
11,893

3,710,502
2,771,674
39,736
17,449


Page 25

 
SHELTON FLEMING GROUP LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

10.


Creditors: amounts falling due after more than one year

Group
Group
2024
2023
£
£

Bank loans
-
50,000


The Group obtained a bank loan in October 2020 with a maturity date in 2026. The interest rate was 2.3% plus base rate. The loan was repaid in full in 2024.


11.


Deferred taxation


Group



2024
2023


£

£






At beginning of year
(47,421)
11,420


Charged to profit or loss
50,790
(58,841)



At end of year
3,369
(47,421)

Page 26

 
SHELTON FLEMING GROUP LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
 
11.Deferred taxation (continued)

Company


2024
2023


£

£






At beginning of year
7,344
4,214


Charged to profit or loss
665
3,130



At end of year
8,009
7,344

The deferred tax balance is made up as follows:

Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£

Accelerated capital allowances
8,009
9,517
8,009
9,517

Tax losses carried forward
(4,640)
(35,324)
-
-

Other timing difference
-
(21,614)
-
(2,173)

3,369
(47,421)
8,009
7,344

COMPRISING:

Asset - due after one year
-
(21,614)
-
(2,173)

Asset - due within one year
(4,640)
(35,324)
-
-

Liability
8,009
9,517
8,009
9,517

3,369
(47,421)
8,009
7,344


Page 27

 
SHELTON FLEMING GROUP LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

12.


Share capital

2024
2023
£
£
Allotted, called up and fully paid



15,896 (2023 - 19,100) Ordinary A shares of £1.00 each
15,896
19,100
5,000 (2023 - 5,000) Ordinary B shares of £1.00 each
5,000
5,000
1,368 (2023 - 300) Ordinary C shares of £1.00 each
1,368
300
1,368 (2023 - 300) Ordinary D shares of £1.00 each
1,368
300
1,368 (2023 - 300) Ordinary E shares of £1.00 each
1,368
300

25,000

25,000

During the year 1602 A shares were redesignated as 1602 B shares. 1602 B shares were redesignated as 534 C shares, 534 D shares and 534 E shares . An additional 1602 A shares were redesignated as 534 C shares, 534 D shares and 534 E shares.
The above classes of shares rank pari passu except that dividends can be declared on one class of share without having to be declared on the others.


13.


Reserves

Capital contribution reserve

The capital contribution reserves represents cumulative contributions by the parent company in respect of share-based payments in respect of a subsidiary.

Other reserve

The other reserves represent the cumulative fair value of the employees services received in exchange for the grant of the options is recognised as an expense over the vesting period. 

Profit and loss account

The profit and loss account represents cumulative profits and losses net of dividends and other adjustments.


14.


Commitments under operating leases

At 31 December 2024 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:


Group
Company
2024
2024
£
£

Not later than 1 year
106,252
106,252

Later than 1 year and not later than 5 years
66,408
66,408

172,660
172,660

Page 28

 
SHELTON FLEMING GROUP LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

15.


Related party transactions

The Company is exempt under the terms of Financial Reporting Standard 102 (FRS 102) paragraph 33.1A, from disclosing related party transactions with other group companies, on the grounds that 100% of the voting rights in the Company are controlled within the Group.
At the year end a Director is owed £3,554 (2023 - £5,556), the loan is interest free and repayable on demand. The Company was charged by a Director £6,969 (2023 - £6,969) to cover business costs.
At the year end a Director owed the Company £36,000 (2023 - £18,000).The loan is repayable on demand and interest free.
With a subsidiary exiting the Group, a Director has loan notes amounting to £Nil owed by the Group (2023 - £317,871).
 

Page 29