Kingston Companies Ltd - Accounts to registrar (filleted)

REGISTERED NUMBER: 14354370 (England and Wales)

KINGSTON COMPANIES LTD

UNAUDITED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

Page

Company Information

1

Statement of Financial Position

2

Notes to the Financial Statements

3

DIRECTORS:

R M Craig III

A A Forrester

D O Kingston

G C Robayna

S D Lowther

D L Punter

Y Issekeshev

SECRETARY:

S D Lowther

REGISTERED OFFICE:

128 City Road

London

United Kingdom

EC1V 2NX

REGISTERED NUMBER:

14354370 (England and Wales)

ACCOUNTANTS:

Duncan & Toplis Limited

Enterprise Way

Pinchbeck

Spalding

Lincolnshire

PE11 3YR

FIXED ASSETS

Tangible assets

4

1,299

2,078

Investments

5

19,897,224

2

19,898,523

2,080

CURRENT ASSETS

Debtors

6

272,676

2,241,539

Cash at bank

15,025

144,535

287,701

2,386,074

CREDITORS

Amounts falling due within one year

7

78,286

211,160

NET CURRENT ASSETS

209,415

2,174,914

TOTAL ASSETS LESS CURRENT LIABILITIES

20,107,938

2,176,994

CREDITORS

Amounts falling due after more than one year

8

22,381,549

3,213,742

NET LIABILITIES

(2,273,611

)

(1,036,748

)

CAPITAL AND RESERVES

Called up share capital

9

49,675

Retained earnings

(2,323,286

)

(1,086,423

)

(2,273,611

)

(1,036,748

)

The company is entitled to exemption from audit under Section 477 of the Companies Act 2006 for the year ended 31 December 2024.

The members have not required the company to obtain an audit of its financial statements for the year ended 31 December 2024 in accordance with Section 476 of the Companies Act 2006.

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.

The financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

In accordance with Section 444 of the Companies Act 2006, the Statement of Income and Retained Earnings has not been delivered.

The financial statements were approved by the Board of Directors and authorised for issue on 15 September 2025 and were signed on its behalf by:

D O Kingston - Director

1.	STATUTORY INFORMATION

Kingston Companies Ltd is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

The presentation currency of the financial statements is the Pound Sterling (£).

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

This reflects a change in presentation as the 2023 financial statements were prepared in accordance with Financial Reporting Standard 105. The activity of the group of companies is expected to increase in the next financial accounting period(s) and therefore the Directors made the decision to adopt this framework early in anticipation of the thresholds being breach in those subsequent periods. The change in presentation has not resulted in any comparative amounts requiring reclassification.

At the statement of financial position date, the company had net liabilities of £2,273,611 (2023 - £1,036,748).

In assessing the appropriateness of adopting the going concern assumption, the Directors have reviewed cash flow forecasts for the period which extends to at least 12 months from the approval of these financial statements. The Directors confirm that Kingston Companies Limited is expected to continue to meet its liabilities in the next 12 months.

The Board considers that these operating forecasts represent a reasonable estimate of the forecast performance for the period under review. The operating forecasts include actions to reduce or defer expenditure, costs are controlled and focused on supporting the business objective of generating revenues and cash inflows from product sales.

The Directors have also given due consideration to the facts that the subsidiary undertakings have been undertaking product trials in the year, and expects to begin sales activities in the next 12 months on conclusion of these trials.

The Company provides investment to subsidiary companies engaged in product development, supply chain and pre-sales activities which have resulted in operating losses. The Board has considered ongoing or planned field trials which may impact the timing of future cash inflows. The Directors consider that it is not unusual or unexpected for the Company and its subsidiaries to require further funding at this stage of its development.

Whilst the Board is confident that the Company will be able to attract further funding, the Directors are aware that such conditions represent a material uncertainty which may cast doubt on the Company's ability to continue as a going concern.

Considering these factors, the Directors have concluded that it is appropriate to prepare the financial statements on the going concern basis.

Preparation of consolidated financial statements

The financial statements contain information about Kingston Companies Ltd 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 from the requirements to prepare consolidated financial statements.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Plant and machinery etc

-

Straight line over 3 years

Investments in subsidiaries

Investments in subsidiary undertakings are recognised at cost.

Financial instruments

The company has chosen to adopt the FRS102 1A in respect of financial instruments.

Basic financial assets, including trade and other debtors and cash and bank balances are initially recognised at transaction price, unless the arrangement constitute a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.

At the end of each reporting period, financial assets measured at amortised cost are assessed for objective evidence of impairment. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset's original effective interest rate. The impairment loss is recognised in the income statement.

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. Accounts 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.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Statement of Income and Retained Earnings, 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 statement of financial position date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the statement of financial position 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 statement of financial position 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.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 5 (2023 - 5 ) .

4.	TANGIBLE FIXED ASSETS

Plant and

machinery

etc

£

COST

At 1 January 2024

and 31 December 2024

2,338

DEPRECIATION

At 1 January 2024

260

Charge for year

779

At 31 December 2024

1,039

NET BOOK VALUE

At 31 December 2024

1,299

At 31 December 2023

2,078

5.	FIXED ASSET INVESTMENTS

2024

2023

£

Shares in group undertakings

15,768,895

2

Loans to group undertakings

4,128,329

-

19,897,224

2

Additional information is as follows:

Shares in

group

undertakings

£

COST

At 1 January 2024

2

Additions

15,768,893

At 31 December 2024

15,768,895

NET BOOK VALUE

At 31 December 2024

15,768,895

At 31 December 2023

2

Loans to

group

undertakings

£

New in year

4,128,329

At 31 December 2024

4,128,329

The company's investments at the statement of financial position date in the share capital of companies include the following:

Subsidiaries

Soilpoint Humic Co., SRL.

Registered office: San Jose-Curridabat Sanchez, Lomas de Ayarco Sur, Casa Dos E, Costa Rica.

%

Class of shares

Holding

Ordinary

100.00

Soilpoint Humic Co., Ltd.

Registered office: Building E2 Ronald House, Fenton Way, Chatteris, Cambridgeshire, England, PE16 6UP

%

Class of shares

Holding

Ordinary

100.00

Soilpoint Humic Co., LLC

Registered office: 2931 Bluff Boulevard Holiday, Florida 34691 USA

%

Class of shares

Holding

Ordinary

100.00

Earthpositive ESG, Ltd.

Registered office: 128 City Road, London, United Kingdom, EC1V 2NX

%

Class of shares

Holding

Ordinary

100.00

Kingston Companies KZ Ltd.

Registered office: Astana, Esil District, 34, Turkistan, Office 14, Kazakhstan, 010000

%

Class of shares

Holding

Ordinary

100.00

Kingston Companies KZ Limited holds 100% of the charter capital in Aktobe Humic LLP.

6.

DEBTORS

2024

2023

£

Amounts falling due within one year:

Amounts owed by group undertakings

40,680

1,804,364

Other debtors

8,614

38,094

49,294

1,842,458

Amounts falling due after more than one year:

Other debtors

223,382

399,081

Aggregate amounts

272,676

2,241,539

7.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

£

Bank loans and overdrafts

1,636

120

Trade creditors

17,452

1,273

Amounts owed to group undertakings

15,198

15,197

Other creditors

44,000

194,570

78,286

211,160

8.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

2024

2023

£

Other creditors

22,381,549

3,213,742

9.	CALLED UP SHARE CAPITAL

The company has the following share capital classes (which have been allotted, issued and fully paid):

Number

Class:

Nominal

2024

2023

value:

£

13,200,000

Ordinary shares

$0.001

10,928

46,800,000

Founding preference shares

$0.001

38,747

10.	DIRECTORS' ADVANCES, CREDITS AND GUARANTEES

The following advances and credits to directors subsisted during the year ended 31 December 2024 and the period ended 31 December 2023:

2024

2023

£

M H Frosch

Balance outstanding at start of year

399,081

-

Amounts advanced

-

399,081

Amounts repaid

(399,081

)

-

Amounts written off

-

Amounts waived

-

Balance outstanding at end of year

-

399,081

R M Craig III

Balance outstanding at start of year

-

Amounts advanced

8,654

-

Amounts repaid

-

Amounts written off

-

Amounts waived

-

Balance outstanding at end of year

8,654

-

D O Kingston

Balance outstanding at start of year

-

Amounts advanced

25,143

-

Amounts repaid

-

Amounts written off

-

Amounts waived

-

Balance outstanding at end of year

25,143

-

The directors' advances has been fully repaid after the year end by 10 January 2025.

The directors advance repayment in the period represented the realisation of a Call Option to acquire 100% of the Charter Capital in Aktobe Humic LLP, through Kingston Companies KZ Limited.

At the year end, the company had entered into loan agreements with directors which were disclosed within the notes of the financial statements within other creditors. The amounts advanced by directors to the company totalled £22,381,549 (2023 - £3,213,742). These loans have accrued interest at 5%, with the interest rate increasing to 8% in 2025. The loans are repayable in 2026.