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Registered number: 12813202









CONISTON GROUP LIMITED









ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 NOVEMBER 2024

 
CONISTON GROUP LIMITED
 
 
COMPANY INFORMATION


Directors
SL Clarke 
A G Wildgoose (resigned 19 February 2025)
J P Rathbone (appointed 7 April 2025)




Registered number
12813202



Registered office
Collingwood House
Schooner Court

Crossways

Dartford

Kent

DA2 6QQ




Independent auditors
Barnes Roffe Audit Limited
Chartered Accountants & Statutory Auditor

Charles Lake House

Claire Causeway

Crossways Business Park

Dartford

Kent

DA2 6QA





 
CONISTON GROUP LIMITED
 

CONTENTS



Page
Strategic report
 
1
Directors' report
 
2 - 3
Independent auditors' report
 
4 - 7
Statement of comprehensive income
 
8
Balance sheet
 
9
Statement of changes in equity
 
10
Notes to the financial statements
 
11 - 14


 
CONISTON GROUP LIMITED
 
 
STRATEGIC REPORT
FOR THE YEAR ENDED 30 NOVEMBER 2024

Introduction
 
The directors present their strategic report accompanying the financial statements for the year ended 30 November 2024.

Business review
 
The company acts as a non-trading holding company. The results for the period are in accordance with the directors' expectations and the directors regard the company's financial position as satisfactory.

Principal risks and uncertainties
 
As a non-trading holding company the company is not exposed to any specific risks, other than the financial health of its subsidiaries which is influenced by general economic factors and other matters as disclosed in each subsidiary's accounts. 

Financial key performance indicators
 
Given the straight forward nature of the business the company's directors are of the opinion that analysis using KPIs is not necessary for an understanding of the development, performance or position of the business.


This report was approved by the board on 19 August 2025 and signed on its behalf.



J P Rathbone
Director

Page 1

 
CONISTON GROUP LIMITED
 
 
 
DIRECTORS' REPORT
FOR THE YEAR ENDED 30 NOVEMBER 2024

The directors present their report and the financial statements for the year ended 30 November 2024.

Directors' responsibilities statement

The directors are responsible for preparing the Strategic report, the Directors' report and the 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 of the profit or loss of the company for that period.

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


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

make judgments and accounting estimates that are reasonable and prudent;

prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company 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 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 hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Results and dividends

The profit for the year, after taxation, amounted to £575,362 (2023 - £342,678).

Dividends of £575,362 (2023 - £342,678) were paid in the year.

Directors

The directors who served during the year were:

SL Clarke 
A G Wildgoose (resigned 19 February 2025)

Future developments

The company is budgeted to continue to trade profitably and to pursue opportunities to improve its financial performance and financial position in the year to 30 November 2025.

Page 2

 
CONISTON GROUP LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2024

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'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's auditors are aware of that information.

Post balance sheet events

There have been no significant events affecting the company since the year end.

Auditors

After the year end Barnes Roffe LLP resigned as auditors due to the transfer of its audit business and its
successor Barnes Roffe Audit Limited was appointed by the directors under s485 Companies Act 2006.

This report was approved by the board on 19 August 2025 and signed on its behalf.
 





J P Rathbone
Director

Page 3

 
CONISTON GROUP LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF CONISTON GROUP LIMITED
 

Opinion


We have audited the financial statements of Coniston Group Limited (the 'company') for the year ended 30 November 2024, which comprise the Statement of comprehensive income, the Balance sheet, the 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 company's affairs as at 30 November 2024 and of its 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 company 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 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 4

 
CONISTON GROUP LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF CONISTON 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 Strategic report and the Directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the Strategic report 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 company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic report or 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, or returns adequate for our audit have not been received from branches not visited by us; or
the 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.


Responsibilities of directors
 

As explained more fully in the Directors' responsibilities statement set out on page 2, 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 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 company or to cease operations, or have no realistic alternative but to do so.


Page 5

 
CONISTON GROUP LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF CONISTON 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 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:

Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with law and regulations, was as follows:
•  The engagement partner ensured that the engagement team collectively had the appropriate     competence, capabilities and skills to identify or recognise non-compliance with applicable laws and    regulations;
•  We identified the laws and regulations applicable to the company through discussion with directors and    other management, and from our commercial knowledge and experience of the software and technology   sector in which the company operates;
•  The specific laws and regulations which we considered may have a direct material effect on the financial   statements or the operations of the company, are as follows;
 •  Companies Act 2006
 •  FRS102
 •  Health and Safety legislation
 •  Employment legislation
 •  Tax legislation
•  We assessed the extent of compliance with the laws and regulations identified above through making    enquiries of management, reviewing board minutes and inspecting relevant legal and other      correspondence; and
•  Laws and regulations were communicated within the audit team at the planning meeting, and during the    audit as any further laws and regulation were identified. The audit team remained alert to instances of    non-compliance throughout the audit.
We assessed the susceptibility of the company’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur by:
•  Making enquires of management as to where they consider there was susceptibility to fraud and their    knowledge of actual suspected and alleged fraud;
•  Considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and    regulations;
•  Reviewing the financial statements and testing the disclosures against supporting documentation;
•  Performing analytical procedures to identify any unusual or unexpected trends or anomalies; and
•  Inspecting and testing journal entries to identify unusual or unexpected transactions;
The areas that we identified as being susceptible to misstatement through fraud were:
•  Management bias in the estimates and judgements made;
•  Management override of controls; and
•  Posting of unusual journals or transactions.
 
Page 6

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


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.


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.





Ben Bradley (Senior statutory auditor)
for and on behalf of
Barnes Roffe Audit Limited
Chartered Accountants
Statutory Auditor
Charles Lake House
Claire Causeway
Crossways Business Park
Dartford
Kent
DA2 6QA

 
Date: 
21 August 2025
Page 7

 
CONISTON GROUP LIMITED
 
 
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 NOVEMBER 2024

2024
2023
£
£

  

Investment income
  
575,362
342,678

Profit before tax
  
575,362
342,678

Profit for the financial year
  
575,362
342,678

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

There was no other comprehensive income for 2024 (2023:£NIL).

The notes on pages 11 to 14 form part of these financial statements.

Page 8

 
CONISTON GROUP LIMITED
REGISTERED NUMBER: 12813202

BALANCE SHEET
AS AT 30 NOVEMBER 2024

2024
2023
Note
£
£

Fixed assets
  

Investments
 5 
1,521,471
1,512,250

Current assets
  

Debtors: amounts falling due within one year
 6 
660,000
660,000

Creditors: amounts falling due within one year
 7 
(660,000)
(660,000)

Net current assets
  
 
 
-
 
 
-

Total assets less current liabilities
  
1,521,471
1,512,250

  

Net assets
  
1,521,471
1,512,250


Capital and reserves
  

Called up share capital 
 8 
13,971
4,750

Profit and loss account
  
1,507,500
1,507,500

  
1,521,471
1,512,250


The financial statements were approved and authorised for issue by the board and were signed on its behalf on 19 August 2025.

J P Rathbone
Director

The notes on pages 11 to 14 form part of these financial statements.

Page 9

 
CONISTON GROUP LIMITED
 

STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 NOVEMBER 2024


Called up share capital
Profit and loss account
Total equity

£
£
£

At 1 December 2023
4,750
1,507,500
1,512,250



Profit for the year
-
575,362
575,362

Dividends
-
(575,362)
(575,362)

Shares issued during the year
9,221
-
9,221


At 30 November 2024
13,971
1,507,500
1,521,471



STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 NOVEMBER 2023


Called up share capital
Profit and loss account
Total equity

£
£
£

At 1 December 2022
4,750
1,507,500
1,512,250



Profit for the year
-
342,678
342,678

Dividends
-
(342,678)
(342,678)


At 30 November 2023
4,750
1,507,500
1,512,250


The notes on pages 11 to 14 form part of these financial statements.

Page 10

 
CONISTON GROUP LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2024

1.


General information

Coniston Group Limited is a private company limited by shares incorporated in England and Wales in the United Kingdom. The address of the registered office is Collingwood House, Schooner Court, Crossways, Dartford, Kent, DA2 6QQ. 

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

The financial statements are presented in sterling which is the functional currency of the company and rounded to the nearest £1. 

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The following principal accounting policies have been applied:

 
2.2

Financial Reporting Standard 102 - reduced disclosure exemptions

The company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
the requirements of Section 33 Related Party Disclosures paragraph 33.7.

This information is included in the consolidated financial statements of Coniston Holdings Limited as at 30 November 2024 and these financial statements may be obtained from Collingwood House,
Schooner Court, Crossways, Dartford, Kent, DA2 6QQ.

 
2.3

Going concern

The directors have undertaken a going concern assessment and conclude that there are no significant uncertainties that would impact the Company's going concern status for the next 12 months. These financial statements have therefore been prepared on a going concern basis. 

 
2.4

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

 
2.5

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.

 
2.6

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.

Page 11

 
CONISTON GROUP LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2024

2.Accounting policies (continued)

 
2.7

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.


3.


Employees




The average monthly number of employees, including the directors, during the year was as follows:


        2024
        2023
            No.
            No.







Directors
2
2


4.


Dividends

2024
2023
£
£


Dividends
575,362
342,678

575,362
342,678


5.


Fixed asset investments





Investments in subsidiaries

£



Cost or valuation


At 1 December 2023
1,512,250


Additions
162,221


Disposals
(153,000)



At 30 November 2024
1,521,471




Page 12

 
CONISTON GROUP LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2024

Subsidiary undertaking


The following were subsidiary undertakings of the company:

Name

Registered office

Principal activity

Class of shares

Holding

Coniston Dartford Limited
Collingwood House Schooner Court, Crossways, Dartford, Kent, DA2 6QQ
Holding company
Ordinary
100%
Parkserve Solutions Limited *
Collingwood House Schooner Court, Crossways, Dartford, Kent, DA2 6QQ
Mechanical, electrical and civil engineering services
Odinary
51%
Coniston FM Limited *
Collingwood House Schooner Court, Crossways, Dartford, Kent, DA2 6QQ
Construction contractors
Odinary
51%
Coniston Limited **
Collingwood House Schooner Court, Crossways, Dartford, Kent, DA2 6QQ
Construction projects
Ordinary
100%

* Shareholding held via Coniston Limited
** Shareholding held via Coniston Dartford Limited

6.


Debtors

2024
2023
£
£


Amounts owed by group undertakings
660,000
660,000

660,000
660,000



7.


Creditors: Amounts falling due within one year

2024
2023
£
£

Other creditors
660,000
660,000

660,000
660,000


Other creditors relate to amounts owed to the directors and close family members.
The amounts are repayable on demand and no interest is due.

Page 13

 
CONISTON GROUP LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2024

8.


Share capital

2024
2023
£
£
Allotted, called up and fully paid



2,375 (2023 - 2,375) Ordinary"A" shares of £1.00 each
2,375
2,375
2,375 (2023 - 2,375) Ordinary"B" shares of £1.00 each
2,375
2,375
9,221 (2023 - Nil) Ordinary"C" shares of £1.00 each
9,221
-

13,971

4,750


On 31 October 2024, 9,221 Ordinary "C" shares were issued at par value of £1 per share for £9,221 in exchange for 18,441 Ordinary "A" shares in Coniston Dartford Limited, as part of a group reorganisation.


9.


Related party transactions

As part of a group reorganisation on 31 October 2024 an investment (100% shareholding) in Apollo Building Services Limited was transferred from Coniston Dartford Limited, a wholly owned subsidiary, to the company and then transferred via a dividend in specie at its book (carrying) value of £153,000 to Coniston Holdings Limited, the parent company.


10.


Controlling party

Following the group re-organisation the parent company is Coniston Holdings limited, and the ultimate controlling party is J P Rathbone and family.

 
Page 14