Company registration number 15556690 (England and Wales)
CALLEVA HOLDING LIMITED
FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2024
PAGES FOR FILING WITH REGISTRAR
CALLEVA HOLDING LIMITED
CONTENTS
Page
Balance sheet
1
Notes to the financial statements
2 - 6
CALLEVA HOLDING LIMITED
BALANCE SHEET
AS AT
31 DECEMBER 2024
31 December 2024
- 1 -
2024
Notes
£
£
Fixed assets
Investments
4
16,583,837
Current assets
Debtors
5
164,472
Cash at bank and in hand
416,745
581,217
Creditors: amounts falling due within one year
6
(1,361,413)
Net current liabilities
(780,196)
Total assets less current liabilities
15,803,641
Creditors: amounts falling due after more than one year
7
(7,931,702)
Net assets
7,871,939
Capital and reserves
Called up share capital
2
Other reserves
8,060,000
Profit and loss reserves
(188,063)
Total equity
7,871,939
These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.true
The financial statements were approved by the board of directors and authorised for issue on 18 July 2025 and are signed on its behalf by:
Mr. Alexander Leppanen
Director
Company registration number 15556690 (England and Wales)
CALLEVA HOLDING LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 2 -
1
Accounting policies
Company information
Calleva Holding Limited is a private company limited by shares incorporated in England and Wales. The registered office is 73 Cornhill, London, EC3V 3QQ.
1.1
Reporting period
The reporting period covers the period from 12 March 2024 to 31 December 2024. As this is the company's first reporting period since incorporation, no comparative figures are presented.
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 as applicable to companies subject to the small companies regime. 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 financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared under the historical cost convention.The principal accounting policies adopted are set out below.
1.3
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.
Turnover relates to the recharges and management fees received from acting as a service organisation to the subsidiaries.
Other income refers to revenue generated from sources outside the company's primary operating activities. It is recognised when it is probable that the economic benefits associated with the transaction will flow to the company and the amount of income can be measured reliably. The specific recognition criteria follows the same principles as revenue recognition.
Other income relates to dividends received from the subsidiaries.
1.4
Fixed asset investments
Interests in subsidiaries and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.
A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
Entities in which the company has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.
1.5
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.
CALLEVA HOLDING LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 3 -
1.6
Financial instruments
The company 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 company's balance sheet when the company 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 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.
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 company 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.
1.7
Equity instruments
Equity instruments issued by the company 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 company.
Other reserves
Other reserves represent components of equity that arise from transactions and events which are not recognised in profit or loss and are not classified as share capital or retained earnings. Other reserves are recognised directly in equity through the Statement of Changes in Equity when the relevant transaction or event occurs. They are not reclassified to profit or loss in subsequent periods and are presented separately from retained earnings to reflect their nature and purpose.
CALLEVA HOLDING LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 4 -
1.8
Employee benefits
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
1.9
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
2
Judgements and key sources of estimation uncertainty
In the application of the company’s accounting policies, the directors are 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.
Impairment of investments
At each reporting date, management assess whether there is any indication that the investment may be impaired. If such an indication exists, management shall estimate the recoverable amount of the asset. When considering any impairment of investments, management uses impairment models with detailed cash flow forecasts to determine the value in use of the assets.
The impairment testing involves significant judgement as to whether the net present value of the estimated future cash flows can support the carrying value of the asset. The key assumptions utilised in determining these cash flows are the discount rate used and the long-term growth rate. 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 if the revision affects only that period, or in the period of revision and future periods if the revision affects both current and future periods.
3
Employees
The average monthly number of persons (including directors) employed by the company during the period was:
2024
Number
Total
3
CALLEVA HOLDING LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 5 -
4
Fixed asset investments
2024
£
Shares in group undertakings and participating interests
16,583,837
Movements in fixed asset investments
Shares in subsidiaries
£
Cost or valuation
At 12 March 2024
-
Additions
21,157,029
At 31 December 2024
21,157,029
Impairment
At 12 March 2024
-
Impairment losses
4,573,192
At 31 December 2024
4,573,192
Carrying amount
At 31 December 2024
16,583,837
Calleva Holding Limited acquired 100% of share capital of the TJ Zen Limited group ("The Group") on 30 May 2024. The purchase price included an element of cash but also deferred consideration, the value of which is based on management’s best estimate of the expected future performance of The Group..
On 20 December 2024, a dividend in specie was voted from TJ Zen Limited to Calleva Holding Limited to transfer all assets other than cash up as part of the acquisition, so this was added to the value of the investment in subsidiaries.
However, the true value of the The Group had already been transferred up to Calleva Holding Limited when it acquired the shares in May. There was no net asset valuation remaining in the The Group at the time of this dividend in specie.
The Group valuation has not deemed to have changed materially in the seven months between acquisition and the reporting date.
Hence, the investment valuation was subsequently impaired to reflect this and reduce it to the valuation at acquisition.
5
Debtors
2024
Amounts falling due within one year:
£
Trade debtors
60,200
Other debtors
104,272
164,472
CALLEVA HOLDING LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 6 -
6
Creditors: amounts falling due within one year
2024
£
Trade creditors
4,140
Amounts owed to group undertakings
1,040,253
Taxation and social security
22,185
Other creditors
294,835
1,361,413
7
Creditors: amounts falling due after more than one year
2024
£
Other creditors
7,931,702
8
Audit report information
As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006.
The auditor's report is unqualified and includes the following:
Opinion
In our opinion the financial statements:
give a true and fair view of the state of the company's affairs as at 31 December 2024 and of its loss for the period 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.
Senior Statutory Auditor:
Statutory Auditor:
The Mgroup Partnership
Date of audit report:
18 July 2025
9
Parent company
The immediate parent undertaking is Wellma Group AB, a company incorporated in Sweden. Copies of the financial statements for Wellma Group AB can be obtained from its registered office, Birger Jarlsgatan 20, 114 34, Stockholm, Sweden.
The ultimate parent undertaking is Systematic Group AB, a company incorporated in Sweden. The parent undertaking of the smallest and largest group to consolidate these financial statements is Wellma Group AB, a company incorporated in the Sweden. Copies of these financial statements can be obtained from Wellma Group AB, Birger Jarlsgatan 20, 114 34, Stockholm, Sweden.
The Directors considered the ultimate controlling party to be A Pouya.