Registration number:
Carlton Bonds PLC
for the Year Ended 31 January 2026
Carlton Bonds PLC
Contents
|
Company Information |
|
|
Strategic Report |
|
|
Directors' Report |
|
|
Statement of Directors' Responsibilities |
|
|
Independent Auditor's Report |
|
|
Consolidated Profit and Loss Account |
|
|
Consolidated Statement of Comprehensive Income |
|
|
Consolidated Balance Sheet |
|
|
Statement of Financial Position |
|
|
Consolidated Statement of Changes in Equity |
|
|
Statement of Changes in Equity |
|
|
Consolidated Statement of Cash Flows |
|
|
Statement of Cash Flows |
|
|
Notes to the Financial Statements |
Carlton Bonds PLC
Company Information
|
Directors |
N Peterson C A Peterson |
|
Company secretary |
N Peterson |
|
Registered office |
|
|
Auditors |
|
Carlton Bonds PLC
Strategic Report for the Year Ended 31 January 2026
The directors present their strategic report for the year ended 31 January 2026.
Principal Activity
Carlton Bonds PLC operates as a specialist financial intermediary that issues interest-bearing bonds to raise capital from investors, which is then lent to Homes by Carlton for property development projects. The company's business model is designed to generate sufficient returns to cover the interest payments to bondholders, with development profits retained within separate Special Purpose Vehicles (SPVs). The group has continued to invest in its proprietary Carlton Bonds investor platform, designed to streamline the investment process and drive operational efficiencies.
Financial Performance
The year ended 31 January 2026 presented mixed results:
|
• |
Revenue: £nil (2025: £nil) - no arrangement fees were generated during the period |
|
• |
Profit before tax: profit of £83 (2025: £1,015) |
|
• |
Net profit: profit of £63 (2025: £812) |
|
• |
Administrative expenses: £78,522 (2025: £81,326) - modest cost reduction achieved |
The group maintained profitability through net interest income of £78,605. This reflects the core business model where Carlton Bonds PLC generates interest income from loans to Homes by Carlton that exceeds the interest payable to bondholders, creating a positive interest margin sufficient to cover operational costs and provide returns. To date all interest and Bond redemptions have a 100% success rate for meeting repayment dates.
Business Model & Structure
Carlton Bonds PLC operates a focused intermediation model that provides significant cost advantages:
|
• |
Bond Issuance: Raises capital from investors through fixed-rate bond offerings at competitive rates for investors |
|
• |
Cost-Effective Funding: The Weighted Average Cost of Capital (WACC) from bond issuance is 2%-3% lower than traditional development finance from specialist lenders, whilst still providing an attractive return for investors |
|
• |
Lending Operations: Provides funding to Homes by Carlton for residential development projects at rates below market alternatives |
|
• |
Interest Management: Maintains interest margins between lending rates and bond coupon rates while still offering attractive returns for investors |
|
• |
Risk Containment: Development risks and profits are ring-fenced within separate SPVs, while Carlton Bonds PLC focuses solely on maintaining adequate cash flow to service bondholder obligations |
Carlton Bonds PLC
Strategic Report for the Year Ended 31 January 2026
This structure provides clarity of purpose and risk limitation, with the company's primary obligation being the reliable payment of bond interest rather than capturing development upside. The cost advantage versus traditional development finance creates a compelling value proposition for developers while maintaining attractive returns for bond investors. The company monitors the macroeconomic headwinds that continue to impact the business:
Geopolitical Impact: The ongoing Russia-Ukraine conflict has created substantial challenges through:
|
• |
Elevated energy prices affecting the UK construction sector |
|
• |
Material shortages and supply chain disruptions |
|
• |
Increased costs for timber, steel, and other construction materials |
Operating Environment & Challenges
|
• |
Higher borrowing costs for households and businesses |
|
• |
Reduced housing market affordability |
|
• |
Pressure on the company to increase bond rates to remain competitive with rising bank deposit rates |
Monetary Policy: The Bank of England's interest rate increases, implemented to combat inflation, have created a challenging environment. We expect interest rate to soften as we head into FYE 2026.
Market Conditions: The UK property market faces structural challenges despite underlying demand greatly exceeding supply, with the housing shortage providing some protection against widespread market correction.
Interest Rate Sensitivity: As a financial intermediary, Carlton Bonds PLC is particularly sensitive to interest rate movements, which affect both the cost of attracting new bondholders and the returns demanded by existing investors. However, the company's ability to access capital at 2-3% below specialist development finance rates provides a competitive buffer and maintains attractive economics even in rising rate environments.
Competitive Positioning: The significant cost advantage over traditional development lenders strengthens the company's market position and provides resilience against competitive pressures from other funding sources. The company has conducted comprehensive scenario planning, including severe downturn modelling that considers:
|
• |
Increased borrower default rates |
|
• |
Potential investor funding withdrawal |
|
• |
Reduced origination levels without higher investor incentives |
Management has identified mitigation strategies including reduced marketing spend, tightened credit models, and adjusted borrowing costs for developers.
Carlton Bonds PLC
Strategic Report for the Year Ended 31 January 2026
Stakeholder Engagement
The company maintains active relationships with key stakeholder groups:
|
• |
Shareholders: Open communication channels maintained |
|
• |
Investors: Access provided through dedicated investor portal |
|
• |
Investees: Regular contact through designated relationship managers |
|
• |
Regulators: Commitment to transparent dialogue and compliance |
Risk Management & Viability
Future Outlook
While the economic environment remains challenging, the directors maintain confidence in the company's ability to continue operations and meet its bondholder obligations. The company's focused mandate - generating sufficient returns to cover bond interest payments rather than pursuing development profits - provides a more predictable and manageable business model. Indeed, the company has a 100% success rate on interest payments and bond redemptions over the last 6 years.
Competitive Advantage: The 2-3% cost advantage over specialist development finance providers creates a sustainable competitive moat, enabling Carlton Bonds PLC to offer attractive terms to developers while maintaining adequate margins for bondholders. This differential provides significant value in the current high-interest environment where development finance costs have become increasingly prohibitive.
The fundamental housing shortage in the UK, combined with population growth, supports continued demand for cost-effective development finance. The company's technology investments and operational efficiency improvements, coupled with its structural cost advantages, position it well to maintain competitive interest margins while serving both investor and developer needs in the evolving market conditions.
Section 172(1) statement
This section of the Strategic Report describes how the Directors have had regard to the matters set out in section 172 (1) (a) to (f), and forms the Directors’ statement required under section 414CZA, of the Companies Act 2006.
The Directors recognise that the long-term success of the Company is dependent on having regard to the interests of its stakeholders. The Board has identified and documented its key stakeholders which include its shareholders, investors, investees, suppliers, and the wider community and its environment. Stakeholder engagement is considered as part of the decision making process of the Board.
The Board recognises the importance of engaging with stakeholders, understanding their views, and interests in order to run a successful company over the long-term. Dialogue with stakeholders can help the Board to understand significant changes in the landscape, predict future developments and trends, and develop strategy that is aligned to stakeholder interests.
Carlton Bonds PLC
Strategic Report for the Year Ended 31 January 2026
Shareholders:
The Board is responsible to its shareholders for the long-term success of the Company. There are open channels of communication between the Company and its shareholders.
Investors:
The Board recognises that the ongoing support of their investors is critical to the success of the Company. The Board provide access to relevant information and data through an investor portal.
Investees:
The Board recognises the importance of a strong relationship with investees, as these are akin to the customers of the Company. Regular contact is maintained with investees through designated individuals.
Other suppliers:
The Company is set up in such a way that other suppliers are minimal. However the importance of the role that suppliers play in ensuring a reliable service is delivered is recognised by the Directors.
Regulators:
The Board recognises the importance of open and honest dialogue with any Regulators. The Board meet regularly and will consider legal, regulatory and compliance matters which arise.
Community and Environment:
The Directors acknowledge the requirement to consider Community and Environment. It is critical to all involved that the confidence of the investor community is maintained. The environment in which the Company operates is one where trust and confidence are essential, and the Board recognise this in all decision making. The Board believe that they are not in a position to influence wider environmental concerns through this particular entity, although would do so should an appropriate opportunity arise.
Approved and authorised by the
|
......................................... |
Carlton Bonds PLC
Directors' Report for the Year Ended 31 January 2026
The directors present their report and the for the year ended 31 January 2026.
Directors of the group
The directors who held office during the year were as follows:
Going concern
The directors are satisfied that the group will have sufficient liquid resources available to meet its obligations as they fall due. On the basis of the group’s financial position and performance, the directors have a reasonable expectation that the group will be able to continue in business for the next 12 months. This includes an updated assessment of the impact of the current economic climate in the UK. For this reason, they continue to adopt the going concern basis of accounting in preparing the annual financial statements.
Disclosure of information to the auditor
Each director has taken steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the company's auditor is aware of that information. The directors confirm that there is no relevant information that they know of and of which they know the auditor is unaware.
Approved and authorised by the
|
......................................... |
Carlton Bonds PLC
Statement of Directors' Responsibilities
The directors acknowledge their responsibilities for preparing the Annual 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 United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). 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 group and the company 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 and apply them consistently; |
|
• |
make judgements and accounting estimates that are reasonable and prudent; |
|
• |
state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; 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 group's and the company's transactions and disclose with reasonable accuracy at any time the financial position of the group and the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the group and the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Carlton Bonds PLC
Independent Auditor's Report to the Members of Carlton Bonds PLC
Opinion
We have audited the financial statements of Carlton Bonds PLC (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 January 2026, which comprise the Consolidated Profit and Loss Account, Consolidated Statement of Comprehensive Income, Consolidated Balance Sheet, Statement of Financial Position, Consolidated Statement of Changes in Equity, Statement of Changes in Equity, Consolidated Statement of Cash Flows, Statement of Cash Flows, and Notes to the Financial Statements, including a summary of significant accounting policies. The 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 the parent company's affairs as at 31 January 2026 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 auditor 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 UK, including the FRC’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 director's 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 ability to continue as a going concern for a period of at least twelve months from when the original financial statements were 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.
Other information
The directors are responsible for the other information. The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. Our 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.
Carlton Bonds PLC
Independent Auditor's Report to the Members of Carlton Bonds PLC
In connection with our audit of the financial statements, 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 audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. 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 matter 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 Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
|
• |
the Strategic Report and 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 our 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 and the Directors' Report.
We have nothing to report in respect of the following matters where 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. |
Responsibilities of directors
As explained more fully in the Statement of Directors' Responsibilities set out on page 7, 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.
Carlton Bonds PLC
Independent Auditor's Report to the Members of Carlton Bonds PLC
Auditor’s 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 auditor’s 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.
Extent to which the audit was considered capable of detecting irregularities, including fraud
We identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and then design and perform audit procedures responsive to those risks, including obtaining audit evidence that is sufficient and appropriate to provide a basis for our opinion.
Identifying and assessing potential risks related to irregularities
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:
|
• |
the nature of the industry, control environment and understanding of the entity including, but not restricted to, the prevalence of fraud in current uncertain economic environment; |
|
• |
results of our enquiries of directors about their own identification and assessment of the risks of irregularities; |
|
• |
any matters we identified having obtained and reviewed the company’s documentation of their policies and procedures relating to: |
|
• |
identifying, evaluating and complying with laws and regulations and whether they were aware of any instances of non-compliance; |
|
• |
detecting and responding to the risks of fraud and whether they have knowledge of any actual, suspected or alleged fraud; |
|
• |
the internal controls established to mitigate risks of fraud or non-compliance with laws and regulations; |
|
• |
the matters discussed among the audit engagement team regarding how and where fraud might occur in the financial statements and any potential indicators of fraud. |
As a result of these procedures, we considered the opportunities that may exist within the organisation for fraud and identified the greatest potential for fraud in relation to cash income. In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override.
We also obtained an understanding of the legal and regulatory frameworks that the company operates in, focusing on provisions of those laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements. The key laws and regulations we considered in this context included the Companies Act 2006 and UK tax legislation.
Carlton Bonds PLC
Independent Auditor's Report to the Members of Carlton Bonds PLC
Our procedures to respond to risks identified included the following:
|
• |
reviewing the financial statement disclosures and testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements; |
|
• |
enquiring of directors concerning actual and potential litigation and claims; |
|
• |
performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud; |
|
• |
reading minutes of meetings of those charged with governance; |
|
• |
tested a sample of income for understatement and consideration given to revenue recognition accounting policies. |
|
• |
in addressing the risk of fraud through management override of controls, testing the appropriateness of journal entries and other adjustments; assessing whether the judgements made in making accounting estimates are indicative of a potential bias; and evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business. |
Due to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards. For example, as with any audit, there remained a higher risk of non-detection of irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations, or the override of controls. We are not responsible for preventing fraud or non-compliance with laws and regulations and cannot be expected to detect all fraud and non-compliance with laws and regulations.
We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members and remained alert to any indications of fraud or noncompliance with laws and regulations throughout the audit.
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 auditor's report.
Carlton Bonds PLC
Independent Auditor's Report to the Members of Carlton Bonds PLC
Use of our report
This report is made solely to the group and parent company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the group and parent company's members those matters we are required to state to them in an auditor’s 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 group and the parent company's members as a body, for our audit work, for this report, or for the opinions we have formed.
......................................
For and on behalf of
Chartered Accountants
6 Atholl Crescent
Perth
PH1 5JN
Carlton Bonds PLC
Consolidated Profit and Loss Account for the Year Ended 31 January 2026
|
Note |
2026 |
2025 |
|
|
Turnover |
- |
- |
|
|
Gross profit/(loss) |
- |
- |
|
|
Administrative expenses |
( |
( |
|
|
Operating loss |
( |
( |
|
|
Other interest receivable and similar income |
|
|
|
|
Interest payable and similar expenses |
( |
( |
|
|
78,605 |
82,341 |
||
|
Profit before tax |
|
|
|
|
Tax on profit |
( |
( |
|
|
Profit for the financial year |
|
|
|
|
Profit/(loss) attributable to: |
|||
|
Owners of the company |
|
|
The group has no recognised gains or losses for the year other than the results above.
Carlton Bonds PLC
Consolidated Statement of Comprehensive Income for the Year Ended 31 January 2026
|
2026 |
2025 |
|
|
Profit for the year |
|
|
|
Total comprehensive income for the year |
|
|
|
Total comprehensive income attributable to: |
||
|
Owners of the company |
|
|
Carlton Bonds PLC
(Registration number: 11786534)
Consolidated Balance Sheet as at 31 January 2026
|
Note |
2026 |
2025 |
|
|
Current assets |
|||
|
Debtors |
|
|
|
|
Cash at bank and in hand |
|
|
|
|
|
|
||
|
Creditors: Amounts falling due within one year |
( |
( |
|
|
Total assets less current liabilities |
|
|
|
|
Creditors: Amounts falling due after more than one year |
( |
( |
|
|
Net assets |
|
|
|
|
Capital and reserves |
|||
|
Called up share capital |
50,000 |
50,000 |
|
|
Profit and loss account |
(39,053) |
(39,116) |
|
|
Equity attributable to owners of the company |
10,947 |
10,884 |
|
|
Total equity |
10,947 |
10,884 |
Approved and authorised by the
|
......................................... |
Carlton Bonds PLC
(Registration number: 11786534)
Statement of Financial Position as at 31 January 2026
|
Note |
2026 |
2025 |
|
|
Fixed assets |
|||
|
Investments |
|
|
|
|
Current assets |
|||
|
Debtors |
|
|
|
|
Cash at bank and in hand |
|
|
|
|
|
|
||
|
Creditors: Amounts falling due within one year |
( |
( |
|
|
Net current assets |
|
|
|
|
Total assets less current liabilities |
|
|
|
|
Creditors: Amounts falling due after more than one year |
( |
( |
|
|
Net assets |
|
|
|
|
Capital and reserves |
|||
|
Called up share capital |
50,000 |
50,000 |
|
|
Retained earnings |
(32,303) |
(32,308) |
|
|
Shareholders' funds |
17,697 |
17,692 |
No profit and loss account is presented for the company as permitted by Section 408 of the Companies Act 2006. The company made a profit after tax for the financial year of £5.
Approved and authorised by the
|
......................................... |
Carlton Bonds PLC
Consolidated Statement of Changes in Equity for the Year Ended 31 January 2026
Equity attributable to the parent company
|
Share capital |
Retained earnings |
Total |
Total equity |
|
|
At 1 February 2025 |
|
( |
|
|
|
Profit for the year |
- |
|
|
|
|
At 31 January 2026 |
|
( |
|
|
|
Share capital |
Retained earnings |
Total |
Total equity |
|
|
At 1 February 2024 |
|
( |
|
|
|
Profit for the year |
- |
|
|
|
|
At 31 January 2025 |
50,000 |
(39,116) |
10,884 |
10,884 |
Carlton Bonds PLC
Statement of Changes in Equity for the Year Ended 31 January 2026
|
Share capital |
Retained earnings |
Total |
|
|
At 1 February 2025 |
|
( |
|
|
Profit for the year |
- |
|
|
|
At 31 January 2026 |
|
( |
|
|
Share capital |
Retained earnings |
Total |
|
|
At 1 February 2024 |
|
( |
|
|
Profit for the year |
- |
|
|
|
At 31 January 2025 |
50,000 |
(32,308) |
17,692 |
Carlton Bonds PLC
Consolidated Statement of Cash Flows for the Year Ended 31 January 2026
|
Note |
2026 |
2025 |
|
|
Cash flows from operating activities |
|||
|
Profit for the year |
|
|
|
|
Adjustments to cash flows from non-cash items |
|||
|
Finance income |
( |
( |
|
|
Finance costs |
|
|
|
|
Income tax expense |
|
|
|
|
( |
( |
||
|
Working capital adjustments |
|||
|
(Increase)/decrease in trade debtors |
( |
|
|
|
(Decrease)/increase in trade creditors |
( |
|
|
|
Net cash flow from operating activities |
( |
|
|
|
Cash flows from investing activities |
|||
|
Interest received |
|
|
|
|
Cash flows from financing activities |
|||
|
Interest paid |
( |
( |
|
|
Proceeds from bank borrowing draw downs |
( |
( |
|
|
Repayment of other borrowing |
|
( |
|
|
Net cash flows from financing activities |
|
( |
|
|
Net increase in cash and cash equivalents |
|
|
|
|
Cash and cash equivalents at 1 February |
|
|
|
|
Cash and cash equivalents at 31 January |
261,594 |
4,402 |
|
Carlton Bonds PLC
Statement of Cash Flows for the Year Ended 31 January 2026
|
Note |
2026 |
2025 |
|
|
Cash flows from operating activities |
|||
|
Profit for the year |
|
|
|
|
Adjustments to cash flows from non-cash items |
|||
|
Finance income |
- |
( |
|
|
Finance costs |
|
|
|
|
Income tax expense |
|
|
|
|
|
|
||
|
Working capital adjustments |
|||
|
(Increase)/decrease in trade debtors |
( |
|
|
|
(Decrease)/increase in trade creditors |
( |
|
|
|
Net cash flow from operating activities |
|
|
|
|
Cash flows from investing activities |
|||
|
Interest received |
- |
|
|
|
Cash flows from financing activities |
|||
|
Interest paid |
( |
( |
|
|
Repayment of other borrowing |
|
( |
|
|
Net cash flows from financing activities |
|
( |
|
|
Net increase in cash and cash equivalents |
|
|
|
|
Cash and cash equivalents at 1 February |
|
|
|
|
Cash and cash equivalents at 31 January |
260,640 |
3,188 |
|
Carlton Bonds PLC
Notes to the Financial Statements for the Year Ended 31 January 2026
|
General information |
The company is a public company limited by share capital, incorporated in England and Wales.
The address of its registered office is:
These financial statements were authorised for issue by the
|
Accounting policies |
Summary of significant accounting policies and key accounting estimates
The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.
Statement of compliance
These financial statements were prepared in accordance with Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland and the Companies Act 2006'.
Basis of preparation
These financial statements have been prepared using the historical cost convention except that as disclosed in the accounting policies certain items are shown at fair value.
The financial statements were presented in sterling (£) and rounded to the nearest £1.
Basis of consolidation
The consolidated financial statements consolidate the financial statements of the company and its subsidiary undertakings drawn up to 31 January 2026.
A subsidiary is an entity controlled by the company. Control is achieved where the company has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities.
The results of subsidiaries acquired or disposed of during the year are included in the Profit and Loss Account from the effective date of acquisition or up to the effective date of disposal, as appropriate. Where necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by the group.
Carlton Bonds PLC
Notes to the Financial Statements for the Year Ended 31 January 2026
The purchase method of accounting is used to account for business combinations that result in the acquisition of subsidiaries by the group. The cost of a business combination is measured as the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange, plus costs directly attributable to the business combination. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. Any excess of the cost of the business combination over the acquirer’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities recognised is recorded as goodwill.
Inter-company transactions, balances and unrealised gains on transactions between the company and its subsidiaries, which are related parties, are eliminated in full.
Intra-group losses are also eliminated but may indicate an impairment that requires recognition in the consolidated financial statements.
Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the group. Non-controlling interests in the net assets of consolidated subsidiaries are identified separately from the group’s equity therein. Non-controlling interests consist of the amount of those interests at the date of the original business combination and the non-controlling shareholder’s share of changes in equity since the date of the combination.
Going concern
The financial statements have been prepared on a going concern basis. The directors are satisfied that the group will have sufficient liquid resources available to meet its obligations as they fall due. On the basis of the group’s financial position and performance, the directors have a reasonable expectation that the group will be able to continue in business for the next 12 months. This includes an updated assessment of the impact of the current economic climate in the UK. For this reason, they continue to adopt the going concern basis of accounting in preparing the annual financial statements.
Revenue recognition
Turnover represents amounts derived from the provision of services that fall within the company's ordinary activities. Turnover is recognised as earned on an accruals basis.
Tax
The tax expense for the period comprises deferred tax. Tax is recognised in profit or loss, except that a change attributable to an item of income or expense recognised as other comprehensive income is also recognised directly in other comprehensive income.
Deferred tax is recognised in respect of all timing differences between taxable profits and profits reported in the consolidated financial statements.
Unrelieved tax losses and other deferred tax assets are recognised when it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.
Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the reporting date and that are expected to apply to the reversal of the timing difference.
Carlton Bonds PLC
Notes to the Financial Statements for the Year Ended 31 January 2026
Investments
Fixed Asset Investments are stated at cost less any provision for impairment.
Cash and cash equivalents
Cash and cash equivalents comprise cash on hand and bank deposits.
Trade debtors
Trade debtors are amounts due from customers for services performed in the ordinary course of business.
Trade debtors are recognised initially at the transaction price. They are subsequently measured less provision for impairment. A provision for the impairment of trade debtors is established when there is objective evidence that the group will not be able to collect all amounts due according to the original terms of the receivables.
Trade creditors
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 the group does not have an unconditional right, at the end of the reporting period, to defer settlement of the creditor for at least twelve months after the reporting date. If there is an unconditional right to defer settlement for at least twelve months after the reporting date, they are presented as non-current liabilities.
Trade creditors are recognised initially at the transaction price.
Borrowings
Interest-bearing borrowings are initially recorded at fair value, net of transaction costs. Interest-bearing borrowings are subsequently carried at amortised cost, with the difference between the proceeds, net of transaction costs, and the amount due on redemption being recognised as a charge to the profit and loss account over the period of the relevant borrowing.
Interest expense is recognised on the basis of the effective interest method and is included in interest payable and similar charges.
Borrowings are classified as current liabilities unless the group has an unconditional right to defer settlement of the liability for at least twelve months after the reporting date.
Share capital
Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.
Carlton Bonds PLC
Notes to the Financial Statements for the Year Ended 31 January 2026
Financial instruments
Financial assets that are measured at cost or amortised cost are reviewed for objective evidence of impairment at the end of each reporting date. For all equity instruments regardless of significance, and other financial assets that are individually significant, these are assessed individually for impairment. Other financial assets are either assessed individually or grouped on the basis of similar credit risk characteristics. Any reversals of impairment are recognised in profit or loss immediately, to the extent that the reversal does not result in a carrying amount of the financial asset that exceeds what the carrying amount would have been had the impairment not previously been recognised.
|
Other interest receivable and similar income |
|
2026 |
2025 |
|
|
Other interest received |
|
|
|
Interest payable and similar expenses |
|
2026 |
2025 |
|
|
Interest expense on other finance liabilities |
|
|
Carlton Bonds PLC
Notes to the Financial Statements for the Year Ended 31 January 2026
|
Staff costs |
The average number of persons employed by the group (including directors) during the year, analysed by category was as follows:
|
2026 |
2025 |
|
|
Company directors |
|
|
|
|
|
There were no employees during this year or last.
|
Auditors' remuneration |
|
2026 |
2025 |
|
|
Audit of these financial statements |
2,268 |
2,268 |
|
Audit of the financial statements of subsidiaries of the company |
4,725 |
4,725 |
|
|
|
|
Taxation |
Tax charged/(credited) in the consolidated profit and loss account
|
2026 |
2025 |
|
|
Deferred taxation |
||
|
Arising from origination and reversal of timing differences |
|
|
The tax on profit before tax for the year is the same as the standard rate of corporation tax in the UK (2025 - the same as the standard rate of corporation tax in the UK) of
The differences are reconciled below:
Carlton Bonds PLC
Notes to the Financial Statements for the Year Ended 31 January 2026
|
2026 |
2025 |
|
|
Profit before tax |
|
|
|
Corporation tax at standard rate |
|
|
|
Effect of tax losses |
( |
( |
|
Deferred tax expense from unrecognised tax loss or credit |
|
|
|
Total tax charge |
|
|
Carlton Bonds PLC
Notes to the Financial Statements for the Year Ended 31 January 2026
Deferred tax
Group
Deferred tax assets and liabilities
|
2026 |
Asset |
|
Tax losses |
|
|
|
|
2025 |
Asset |
|
Tax losses |
|
|
|
Company
Deferred tax assets and liabilities
|
2026 |
Asset |
|
Taxable losses |
|
|
|
|
2025 |
Asset |
|
Taxable losses |
|
|
|
The group has estimated tax losses of £52,227 (2025 - £52,310) available for carry forward against future trading profits.
Carlton Bonds PLC
Notes to the Financial Statements for the Year Ended 31 January 2026
|
Investments |
Company
|
2026 |
2025 |
|
|
Investments in subsidiaries |
|
|
|
Subsidiaries |
£ |
|
Cost or valuation |
|
|
At 1 February 2025 |
|
|
Provision |
|
|
Carrying amount |
|
|
At 31 January 2026 |
|
|
At 31 January 2025 |
|
Details of undertakings
Details of the investments in which the company holds 20% or more of the nominal value of any class of share capital are as follows:
|
Undertaking |
Registered office |
Holding |
Proportion of voting rights and shares held |
||||
|
2026 |
2025 |
||||||
|
Subsidiary undertakings |
|||||||
|
|
England and Wales |
|
|
|
|||
|
Subsidiary undertakings |
|
Carlton Lending Limited The principal activity of Carlton Lending Limited is |
Carlton Bonds PLC
Notes to the Financial Statements for the Year Ended 31 January 2026
|
Debtors |
|
Group |
Company |
||||
|
Current |
Note |
2026 |
2025 |
2026 |
2025 |
|
Trade debtors |
|
|
- |
- |
|
|
Amounts owed by related parties |
- |
- |
|
|
|
|
Other debtors |
|
|
|
|
|
|
Accrued income |
|
|
- |
- |
|
|
Deferred tax assets |
|
|
|
|
|
|
|
|
|
|
||
|
Cash and cash equivalents |
|
Group |
Company |
|||
|
2026 |
2025 |
2026 |
2025 |
|
|
Cash at bank |
|
|
|
|
|
Creditors |
|
Group |
Company |
||||
|
Note |
2026 |
2025 |
2026 |
2025 |
|
|
Due within one year |
|||||
|
Loans and borrowings |
|
|
- |
- |
|
|
Trade creditors |
- |
|
- |
|
|
|
Other payables |
|
|
|
|
|
|
Accruals |
|
|
|
|
|
|
|
|
|
|
||
|
Due after one year |
|||||
|
Loans and borrowings |
|
|
|
|
|
Carlton Bonds PLC
Notes to the Financial Statements for the Year Ended 31 January 2026
|
Share capital |
Allotted, called up and fully paid shares
|
2026 |
2025 |
|||
|
No. |
£ |
No. |
£ |
|
|
|
|
50,000 |
|
50,000 |
Rights, preferences and restrictions
|
Ordinary shares have the following rights, preferences and restrictions: |
|
Reserves |
Group
Called up share capital
Represents the nominal value of the shares issued.
Profit and loss account
Includes current period retained profits and losses.
Company
Called up share capital
Represents the nominal value of the shares issued.
Profit and loss account
Includes current period retained profits and losses.
Carlton Bonds PLC
Notes to the Financial Statements for the Year Ended 31 January 2026
|
Loans and borrowings |
Current loans and borrowings
|
Group |
Company |
|||
|
2026 |
2025 |
2026 |
2025 |
|
|
Bank borrowings |
|
|
- |
- |
Non-current loans and borrowings
|
Group |
Company |
|||
|
2026 |
2025 |
2026 |
2025 |
|
|
Bank borrowings |
|
|
- |
- |
|
Other borrowings |
|
|
|
|
|
|
|
|
|
|
|
Analysis of changes in net debt |
Group
|
At 1 February 2025 |
Financing cash flows |
At 31 January 2026 |
|
|
Cash and cash equivalents |
|||
|
Cash |
4,402 |
257,193 |
261,595 |
|
|
|||
|
|
|
|
|
Company
|
At 1 February 2025 |
Financing cash flows |
At 31 January 2026 |
|
|
Cash and cash equivalents |
|||
|
Cash |
3,188 |
257,452 |
260,640 |
|
|
|
|
|
|
|
|||
Carlton Bonds PLC
Notes to the Financial Statements for the Year Ended 31 January 2026
|
Related party transactions |
Group
The company did not issue any bonds to the directors during the period (2025: £nil). The company did not issue bonds to other related parties during the period (2025: £nil).
Summary of transactions with all subsidiaries
Expenditure with and payables to related parties
|
2026 |
Key management |
|
Rendering of services |
|
|
|
|
|
2025 |
Key management |
|
Rendering of services |
|
|
|
|
|
Parent and ultimate parent undertaking |
The company is jointly owned by Growth Capital Ventures Nominees Limited and Carlton & Co Consultancy Ltd, both incorporated in England and Wales.