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The Calton Holding Group Ltd
Registered number: SC731606
Directors' report and
unaudited financial statements
For the 18 month period ended 30 November 2024
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THE CALTON HOLDING GROUP LTD
COMPANY INFORMATION
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THE CALTON HOLDING GROUP LTD
CONTENTS
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Statement of Comprehensive Income
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Statement of Financial Position
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Statement of Changes in Equity
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Notes to the Financial Statements
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THE CALTON HOLDING GROUP LTD
DIRECTORS' REPORT
FOR THE PERIOD ENDED 30 NOVEMBER 2024
The directors present their annual report and the unaudited financial statements for The Calton Holding Group Ltd ('the Company') for the 18 month period ('the period') ended 30 November 2024.
On 19 December 2023, the Company changed its registered address from 30 Melville Street, Edinburgh, EH3 7HA to 8 Rutland Square, Edinburgh, EH1 2AS.
On 26 February 2025 the Company extended its accounting period from 31 May 2024 to 30 November 2024. Therefore the prior year is not directly comparable.
The principal activity of the Company is that of a holding Company.
During the prior year the Company was dormant. It began trading in the current period to 30 November 2024.
The loss for the period, after taxation, amounted to £81,321 (year ended 31 May 2023: £nil).
During the period, the Company did not declare or pay any dividends (year ended 31 May 2023: £nil).
The directors who served during the period and to the date of this report were:
L J Bruce (appointed 19 December 2023)
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G Dale (appointed 19 December 2023)
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M W G Polson (appointed 24 October 2023)
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The directors have assessed the Company's ability to continue as a going concern and have a reasonable expectation that the Company has adequate resources to continue in operational existence for at least twelve months from the date of signing these financial statements. In doing this, they have considered the results for the period, expectations of future trading and the availability of continued funding. On the basis of this information the directors are satisfied that the Company will continue as a going concern and so the financial statements have been prepared on this basis.
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THE CALTON HOLDING GROUP LTD
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 30 NOVEMBER 2024
Directors' responsibilities statement
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The directors are responsible for preparing 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 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 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 2006. They 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.
Qualifying third party indemnity provisions
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The Company has made qualifying third party indemnity provisions for the benefit of its directors which were made during the year and remain in force at the date of this report. No claim or notice of claim in respect of these indemnities has been received in the period.
Post balance sheet events
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There have been no significant events affecting the Company since the period end.
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 by:
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THE CALTON HOLDING GROUP LTD
CHARTERED ACCOUNTANTS' REPORT TO THE BOARD OF DIRECTORS ON THE PREPARATION OF THE UNAUDITED STATUTORY FINANCIAL STATEMENTS OF THE CALTON HOLDING GROUP LTD
FOR THE YEAR ENDED 30 NOVEMBER 2024
In accordance with our engagement letter and in order to assist you to fulfil your duties under the Companies Act 2006, we have prepared for your approval the financial statements of the Company for the period ended 30 November 2024 which comprise the Statement of Comprehensive Income, the Statement of Financial Position, the Statement of Changes in Equity and the related notes from the Company's accounting records and from information and explanations you have given to us.
As a practising member firm of the Institute of Chartered Accountants in England and Wales (ICAEW), we are subject to its ethical and other professional requirements which are detailed at www.icaew.com/en/members/regulations-standards-and-guidance/.
Respective responsibilities of directors and accountants
You have acknowledged on the balance sheet for the period ended 30 November 2024 your duty to ensure that the Company has kept adequate accounting records and to prepare statutory financial statements that give a true and fair view of the Company's assets, liabilities, financial position and loss. You consider that the Company is exempt from the statutory requirement for an audit for the period.
This report is made solely to the Board of Directors of The Calton Holding Group Ltd, as a body, in accordance with the terms of our engagement letter. Our work has been undertaken solely to prepare for your approval the financial statements of the Company and state those matters that we have agreed to state to the Board of Directors, as a body, in this report in accordance with ICAEW Technical Release 07/16 AAF. To the fullest extent permitted by law, we do not accept nor assume responsibility to anyone other than the Company and its Board of Directors, as a body, for our work or for this report.
We have not been instructed to carry out an audit or review of the financial statements of The Calton Holding Group Ltd. For this reason, we have not verified the accuracy or completeness of the accounting records or information and explanations you have given to us and we do not, therefore, express any opinion on the financial statements.
Forvis Mazars LLP
Chartered Accountants
2nd Floor
6 Sutton Plaza
Sutton Court Road
Sutton
Surrey
SM1 4FS
18 November 2025
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THE CALTON HOLDING GROUP LTD
STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 30 NOVEMBER 2024
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18 month period ended 30 November
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Interest payable and similar expenses
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Loss for the financial period/year
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Other comprehensive income
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Total comprehensive expense for the period/year
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The Statement of Comprehensive Income has been prepared on the basis that all operations are continuing operations.
The notes on pages 8 to 16 form part of these financial statements.
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THE CALTON HOLDING GROUP LTD
REGISTERED NUMBER: SC731606
STATEMENT OF FINANCIAL POSITION
AS AT 30 NOVEMBER 2024
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Investments in subsidiaries
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Debtors: Amounts falling due after more than one year
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Debtors: Amounts falling due within one year
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Cash and cash equivalents
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Creditors: Amounts falling due within one year
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Total assets less current liabilities
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Creditors: Amounts falling due after more than one year
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THE CALTON HOLDING GROUP LTD
REGISTERED NUMBER: SC731606
STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT 30 NOVEMBER 2024
The directors consider that the Company is entitled to exemption from audit under section 477 of the Companies Act 2006 and members have not required the Company to obtain an audit for the period in question in accordance with section 476 of the Companies Act 2006.
The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.
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:
The notes on pages 8 to 16 form part of these financial statements.
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THE CALTON HOLDING GROUP LTD
STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 30 NOVEMBER 2024
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At 5 May 2022 (on incorporation)
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Comprehensive result for the period
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Total comprehensive result for the period
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Contributions by and distributions to owners
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Shares issued during the year
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Total transactions with owners
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At 1 June 2023 (as previously stated)
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Prior year restatement (note 9)
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At 1 June 2023 (as restated)
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Comprehensive expense for the period
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Total comprehensive expense for the period
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Contributions by and distributions to owners
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Shares issued during the period (note 9)
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Total transactions with owners
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The notes on pages 8 to 16 form part of these financial statements.
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THE CALTON HOLDING GROUP LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 NOVEMBER 2024
Calton Wealth Management Limited ('the Company') is a private company limited by shares incorporated in Scotland. The Company's registered number is SC731606. The registered office address is 8 Rutland Square, Edinburgh, EH1 2AS, Scotland.
On 19 December 2023, the Company changed its registered address from 30 Melville Street, Edinburgh, EH3 7HA to 8 Rutland Square, Edinburgh, EH1 2AS.
On 26 February 2025 the Company extended its accounting period from 31 May 2024 to 30 November 2024. Therefore the prior period is not directly comparable.
The principal activity of the Company is that of a holding company.
During the prior year the Company was dormant. It began trading in the current period to 30 November 2024.
2.Accounting policies
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Basis of preparation of financial statements
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The 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 financial statements have been presented in Pound Sterling as this is the currency of the primary economic environment in which the Company operates and is rounded to the nearest pound.
The following principal accounting policies have been applied:
It was discovered in the prior year that an issue of shares was not recognised in the financial statements for the year ended 30 May 2023. Therefore the called up share capital has been restated to correct the error. This has had a £nil effect on the Statement of Comprehensive Income, an increase in net assets of £1,292 and an increase to total equity of the same amount.
It was also discovered that the investment in subsidiaries of Calton Wealth Management Ltd had not been recognised in the year ended 30 May 2023. Therefore the investments in subsidiaries and amounts owed to group undertakings have been restated to correct the error. This has had a £nil effect on the Statement of Comprehensive Income and a £nil effect on net assets.
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Exemption from preparing consolidated financial statements
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The Company, and the Group headed by it, qualify as small as set out in section 383 of the Companies Act 2006 and the parent and Group are considered eligible for the exemption to prepare consolidated accounts.
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THE CALTON HOLDING GROUP LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 NOVEMBER 2024
2.Accounting policies (continued)
The directors have assessed the Company's ability to continue as a going concern and have a reasonable expectation that the Company has adequate resources to continue in operational existence for at least twelve months from the date of signing these financial statements. In doing this, they have considered the results for the period, expectations of future trading and the availability of continued funding. On the basis of this information the directors are satisfied that the Company will continue as a going concern and so the financial statements have been prepared on this basis.
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Interest payable and similar expenses
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Interest payable and similar expenses are charged to the Statement of Comprehensive Income 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.
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Current and deferred taxation
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The tax expense for the period comprises current and deferred tax. Tax is recognised in the Statement of Comprehensive Income 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 reporting date in the countries where the Company operates and generates income.
Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting 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; and
∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.
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 reporting date.
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Investments in subsidiaries
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Investments in subsidiaries are measured at cost less accumulated impairment.
Short-term debtors are measured at transaction price, less any impairment.
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THE CALTON HOLDING GROUP LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 NOVEMBER 2024
2.Accounting policies (continued)
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Cash and cash equivalents
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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.
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.
The Company 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 Company's Statement of Financial Position when the Company becomes party to the contractual provisions of the instrument.
Financial assets
Financial assets, which include other debtors and cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) 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 Company's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.
Impairment of financial assets
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 Statement of Comprehensive Income.
Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial assets 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 assets 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 Statement of Comprehensive Income.
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THE CALTON HOLDING GROUP LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 NOVEMBER 2024
2.Accounting policies (continued)
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Financial instruments (continued)
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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 the deduction of all its liabilities.
Basic financial liabilities, which include trade and other creditors and bank loans are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). 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.
Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors 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 Company 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 Company 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 Company's contractual obligations expire or are discharged or cancelled.
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There were no employees during the period other than the directors of the Company who were not remunerated by the Company.
Management considers the directors to be the key management personnel of the Company.
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THE CALTON HOLDING GROUP LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 NOVEMBER 2024
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Investments in subsidiaries
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Investments in subsidiary companies
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At 1 June 2023 (as previously stated)
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At 1 June 2023 (as restated)
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At 31 May 2023 (as restated)
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On 31 October 2023 the Company purchased the entire share capital of Morrison Personalised Wealth Management Ltd for a total consideration of £1,148,689.
£267,613 of the consideration is due after one year. Further details are disclosed in note 7.
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The following are subsidiary undertakings of the Company:
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Morrison Personalised Wealth Management Ltd
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8 Rutland Square, Edinburgh, Scotland, EH1 2AS
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Management and advisory services
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Calton Wealth Management Ltd
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8 Rutland Square, Edinburgh, Scotland, EH1 2AS
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Management and advisory services
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THE CALTON HOLDING GROUP LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 NOVEMBER 2024
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Due after more than one year
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Amounts owed by group undertakings
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Amounts owed by group undertakings are unsecured, interest free and repayable on demand.
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Creditors: Amounts falling due within one year
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Amounts owed to group undertakings
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Amounts owed to related party
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Amounts owed to group undertakings are unsecured, interest free and repayable on demand.
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THE CALTON HOLDING GROUP LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 NOVEMBER 2024
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Creditors: Amounts falling due after more than one year
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Deferred consideration (note 4)
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Deferred consideration relates to the amounts due in regards to the acquisition of Morrison Personalised Wealth Management Ltd during the period (see note 4).
Additional information on the loans can be found in note 8 and note 11.
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Analysis of the maturity of loans is given below:
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Amounts falling due 1-2 years
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Bank loans are secured with a fixed and floating charge over the Company's assets, carry an interest rate of 4% and are repayable by 2027 (see note 10).
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THE CALTON HOLDING GROUP LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 NOVEMBER 2024
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Credited to the Statement of Comprehensive Income
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The deferred tax asset is made up as follows:
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Origination and reversal of timing differences
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Allotted, called up and fully paid
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2,969,430 (31 May 2023: 2,584) ordinary shares of £0.001 (31 May 2023: £1) each
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On 19 October 2023 the directors passed a resolution to subdivide the existing 2,584 shares of £1 each to 2,584,000 shares of £0.001 each. The excess over par value was transferred to the share premium account.
On 19 October 2023 the Company issued a further 385,430 at £0.5075 per share. The excess over par value was transferred to the share premium account.
The Company has one class of ordinary shares; each share has attached to them full voting, dividend and capital distribution rights.
On 31 October 2023, a charge was registered by Ian Archibald Morrison, over the assets of the Company. The charge included fixed charges, floating charges and negative pledge clauses and was held over the assets of the Company.
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THE CALTON HOLDING GROUP LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 NOVEMBER 2024
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Related party transactions
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The Company has taken advantage of the exemption under paragraph 33.1A of Financial Reporting Standard 102 not to disclose transactions with other wholly owned members of the Group.
During the period the Company received a loan from a shareholder of £265,000. The loan does not carry an interest rate and has no fixed repayment date. At the end of the period the entire balance remains outstanding.
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Post balance sheet events
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There have been no significant events affecting the Company since the period end.
The directors consider Mr Thomas Ham to be the ultimate controlling party by virtue of his majority shareholding in the Company.
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