CLEMATIS HOLDINGS UK LIMITED


Directors	ALAGHBAND, Niloofar
	ALAGHBAND, Yasmin


Registered Address	C/O 3dom.Uk Accountants Ltd
	Second Floor, 61 Hamilton Square
	Birkenhead
	CH41 5AT


Registered Number	15232883 (England and Wales)

Notes to the Financial Statements
for the year ended 31 October 2025

1.	Accounting policies

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

	Statement of compliance
	The financial statements have been prepared in accordance with the Companies Act 2006 and FRS 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland including Section 1A Small Entities.

	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.

	Going concern
	After reviewing the company's forecasts and projections, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. The company therefore continues to adopt the going concern basis of accounting in preparing its financial statements.

	Judgements and key sources of estimation uncertainty
	In the application of the company's accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying values of assets and liabilities that are not readily apparent from other sources. These critical accounting judgements and estimations are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods. The critical judgements made by management that have a significant effect on the amounts recognised in the financial statements are described below. Valuation of investment property There are a number of estimates involved in assessing the fair value of the company's investment property. The directors have determined the fair value on similar properties at the same location. The carrying amount is £10,350,000.

Judgements and key sources of estimation uncertainty

In the application of the company's accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying values of assets and liabilities that are not readily apparent from other sources. These critical accounting judgements and estimations are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

The critical judgements made by management that have a significant effect on the amounts recognised in the financial statements are described below.

Valuation of investment property
There are a number of estimates involved in assessing the fair value of the company's investment property. The directors have determined the fair value on similar properties at the same location. The carrying amount is £10,350,000.

	Turnover policy
	Turnover comprises the fair value of the consideration received or receivable from the rental of investment properties in the ordinary course of the Company’s activities. Turnover is shown net of sales/value added tax, returns, rebates and discounts. The Company recognises revenue when: The amount of revenue can be reliably measured; it is probable that future economic benefits will flow to the entity; and specific criteria have been met for each of the Company's activities.

Turnover policy

Turnover comprises the fair value of the consideration received or receivable from the rental of investment properties in the ordinary course of the Company’s activities. Turnover is shown net of sales/value added tax, returns, rebates and discounts.

The Company recognises revenue when: The amount of revenue can be reliably measured; it is probable that future economic benefits will flow to the entity; and specific criteria have been met for each of the Company's activities.

	Borrowing costs
	Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily take a substantial period of time to get ready for their intended use or sale, are added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale. Investment income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets is deducted from the borrowing costs eligible for capitalisation.

Borrowing costs

Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily take a substantial period of time to get ready for their intended use or sale, are added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale.

Investment income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets is deducted from the borrowing costs eligible for capitalisation.

	Finance costs
	Finance costs charged to the profit or loss include interest expense calculated using the effective interest method from FRS 102:11, finance charges on finance leases, and exchange differences on foreign currency borrowings where these are treated as an adjustment to interest costs.

	Foreign currency translation
	Transactions in foreign currencies are initially recognised at the rate of exchange ruling at the date of the transaction. At the end of each reporting period foreign currency monetary items are translated at the closing rate of exchange. Non-monetary items that are measured at historical cost are translated at the rate ruling at the date of the transaction. All differences are charged to profit or loss.

Foreign currency translation

Transactions in foreign currencies are initially recognised at the rate of exchange ruling at the date of the transaction. At the end of each reporting period foreign currency monetary items are translated at the closing rate of exchange. Non-monetary items that are measured at historical cost are translated at the rate ruling at the date of the transaction. All differences are charged to profit or loss.

	Current taxation
	Current tax is recognised in profit or loss, except for taxes related to revaluations of land and buildings which are recognised in other comprehensive income. Current tax represents the amount of tax payable (receivable) in respect of taxable profit (loss) for the current, or past, reporting periods. Current tax is measured at the amount expected to be paid (recovered) using the tax rates and laws which have been enacted, or substantively enacted, by the balance sheet date. Where payments to HM Revenue and Customs exceed liabilities owed, an asset is recognised to the extent of the amount of tax recoverable. Corporation tax under section 455 Corporation Tax Act 2010 is payable on loans made to participators and their associates which remain outstanding nine months and one day after the end of the accounting period. The tax is recoverable under section 458 when the loans are repaid, released or written off. The company recognises the liability to HM Revenue and Customs together with a corresponding asset representing the amount recoverable, as recovery is considered probable. No charge is made to the profit and loss account. The asset is classified as falling due after more than one year as recovery is not expected within twelve months of the balance sheet date.

Current taxation

Current tax is recognised in profit or loss, except for taxes related to revaluations of land and buildings which are recognised in other comprehensive income.

Current tax represents the amount of tax payable (receivable) in respect of taxable profit (loss) for the current, or past, reporting periods. Current tax is measured at the amount expected to be paid (recovered) using the tax rates and laws which have been enacted, or substantively enacted, by the balance sheet date. Where payments to HM Revenue and Customs exceed liabilities owed, an asset is recognised to the extent of the amount of tax recoverable.

Corporation tax under section 455 Corporation Tax Act 2010 is payable on loans made to participators and their associates which remain outstanding nine months and one day after the end of the accounting period. The tax is recoverable under section 458 when the loans are repaid, released or written off. The company recognises the liability to HM Revenue and Customs together with a corresponding asset representing the amount recoverable, as recovery is considered probable. No charge is made to the profit and loss account. The asset is classified as falling due after more than one year as recovery is not expected within twelve months of the balance sheet date.

	Investment property
	Investment property is carried at fair value, derived from the current market prices for comparable real estate determined annually by the directors. The directors use observable market prices, adjusted if necessary for any difference in the nature, location or condition of the specific asset. Changes in fair value are recognised in profit or loss.

	Trade and other debtors
	Short term debtors are measured at transaction price (which is usually the invoice price), less any impairment losses for bad and doubtful debts. Loans and other financial assets are initially recognised at transaction price including any transaction costs and subsequently measured at amortised cost determined using the effective interest method, less any impairment losses for bad and doubtful debts.

Trade and other debtors

Short term debtors are measured at transaction price (which is usually the invoice price), less any impairment losses for bad and doubtful debts. Loans and other financial assets are initially recognised at transaction price including any transaction costs and subsequently measured at amortised cost determined using the effective interest method, less any impairment losses for bad and doubtful debts.

	Trade and other creditors
	Short term creditors are measured at transaction price (which is usually the invoice price). Loans and other financial liabilities are initially recognised at transaction price net of any transaction costs and subsequently measured at amortised cost determined using the effective interest method.

	Financial instruments
	A financial asset or a financial liability is recognised only when the entity becomes a party to the contractual provisions of the instrument. Basic financial instruments are initially recognised at transaction price and measured at amortised cost using the effective interest method. Where investments in non-derivative financial instruments are publicly traded, or their fair value can otherwise be measured reliably, the investment is subsequently measured at fair value through profit and loss. All other investments are subsequently measured at cost less impairment. Financial assets which are measured at cost or amortised cost are reviewed for objective evidence of impairment at each balance sheet date. If there is objective evidence of impairment, an impairment loss is recognised in profit or loss immediately. All equity instruments, regardless of significance, and other financial assets that are individually significant, are assessed individually for impairment.

Financial instruments

A financial asset or a financial liability is recognised only when the entity becomes a party to the contractual provisions of the instrument. Basic financial instruments are initially recognised at transaction price and measured at amortised cost using the effective interest method. Where investments in non-derivative financial instruments are publicly traded, or their fair value can otherwise be measured reliably, the investment is subsequently measured at fair value through profit and loss. All other investments are subsequently measured at cost less impairment.

Financial assets which are measured at cost or amortised cost are reviewed for objective evidence of impairment at each balance sheet date. If there is objective evidence of impairment, an impairment loss is recognised in profit or loss immediately. All equity instruments, regardless of significance, and other financial assets that are individually significant, are assessed individually for impairment. 

	Related parties
	For the purposes of these financial statements, a related party could be a person or an entity. Careful consideration is given to the definition of a related party to ensure that all related party relationships, transactions and balances are identified.

2.	Average number of employees
	The company had no employees other than the directors during the period.


		2025		2024
	Average number of employees during the year	0		0

3.	Investment property
	The company holds one investment property, which is measured at fair value in accordance with FRS 102 Section 16. The property was acquired during the year ended 31 October 2024. The fair value at initial recognition and at 31 October 2025 was £10,350,000. The valuation was determined by the directors based on available market evidence, including prices of comparable properties in the same location, adjusted for differences in condition and other relevant factors. The company applies the fair value model. Accordingly, no depreciation is charged. Changes in fair value are recognised in profit or loss in the period in which they arise. The valuation is reviewed annually.

Investment property

The company holds one investment property, which is measured at fair value in accordance with FRS 102 Section 16. The property was acquired during the year ended 31 October 2024.

The fair value at initial recognition and at 31 October 2025 was £10,350,000. The valuation was determined by the directors based on available market evidence, including prices of comparable properties in the same location, adjusted for differences in condition and other relevant factors.

The company applies the fair value model. Accordingly, no depreciation is charged. Changes in fair value are recognised in profit or loss in the period in which they arise. The valuation is reviewed annually.


		£
	Fair value at 01 November 24	10,350,000
	At 31 October 25	10,350,000

4.	Debtors: amounts due within one year

	2025	2024
	£	£
Other debtors	866,299	-
Total	866,299	-


	Other debtors comprise a loan of £88,700 to a director and a loan of £559,000 to an associate of the participators. The loans are interest free, unsecured and have no fixed date of repayment. Further details are given in notes 10 and 12.

5.	Debtors: amounts due after one year
	Amounts falling due after more than one year: section 455 tax recoverable £218,598.75 (2024: nil).

6.	Creditors: amounts due within one year

	2025	2024
	£	£
Taxation and social security	218,599	-
Other creditors	423,999	75,000
Accrued liabilities and deferred income	78,545	74,117
Total	721,143	149,117


	Deferred income of £72,453 has been recognised, representing rent received in advance relating to periods after the year-end. Corporation tax £218,598.75 (2024: nil), representing tax under section 455 CTA 2010 on loans to a participator and to an associate of the participators, payable on 1 August 2026.

7.	Creditors: amounts due after one year

	2025	2024
	£	£
Bank borrowings and overdrafts	6,099,881	5,600,000
Amounts owed to related parties	4,650,500	4,750,000
Total	10,750,381	10,350,000

8.	Directors advances, credits and guarantees

	Brought forward	Amount advanced	Amount repaid	Carried forward
	£	£	£	£
ALAGHBAND, Niloofar	0	88,700	0	88,700
	0	88,700	0	88,700


	During the year the company advanced £88,700 to N Alaghband, a director. The balance outstanding at 31 October 2025 was £88,700 (2024: nil). As the loan remained outstanding nine months and one day after the year end, tax of £29,936.25 is payable under section 455 CTA 2010. At 31 October 2025 the company owed £349,000 to Y Alaghband, a director (2024: nil). During the year she advanced £368,000 and was repaid £19,000.

During the year the company advanced £88,700 to N Alaghband, a director. The balance outstanding at 31 October 2025 was £88,700 (2024: nil). As the loan remained outstanding nine months and one day after the year end, tax of £29,936.25 is payable under section 455 CTA 2010.

At 31 October 2025 the company owed £349,000 to Y Alaghband, a director (2024: nil). During the year she advanced £368,000 and was repaid £19,000.

9.	Share capital
	The company issued 4 ordinary shares of £1 each. These shares were allotted but not paid up and are treated as unpaid share capital.

10.	Related party transactions
	For the purposes of these financial statements, a related party may be a person or entity with control, joint control, or significant influence over the company. The directors have considered the definition of a related party under FRS 102 to ensure that all relevant relationships, transactions and balances are disclosed appropriately. During the year the company advanced £559,000 to F Afsharnia, a related party. The balance outstanding at 31 October 2025 was £559,000 (2024:nil). As the loan remained outstanding nine months and one day after the year end, tax of £188,662.50 is payable under section 455 CTA 2010. The company owes £4,650,500 to Clematis Holdings Limited, its wholly owned subsidiary (2024: £4,750,000). During the year the company settled liabilities of £99,500 on that company's behalf.

10.

Related party transactions

For the purposes of these financial statements, a related party may be a person or entity with control, joint control, or significant influence over the company. The directors have considered the definition of a related party under FRS 102 to ensure that all relevant relationships, transactions and balances are disclosed appropriately.

During the year the company advanced £559,000 to F Afsharnia, a related party. The balance outstanding at 31 October 2025 was £559,000 (2024:nil). As the loan remained outstanding nine months and one day after the year end, tax of £188,662.50 is payable under section 455 CTA 2010.

The company owes £4,650,500 to Clematis Holdings Limited, its wholly owned subsidiary (2024: £4,750,000). During the year the company settled liabilities of £99,500 on that company's behalf.

11.	Controlling party
	The company is controlled by N Alaghband and Y Alaghband, each of whom holds 50% of the issued share capital of the company. In the opinion of the directors there is no single ultimate controlling party.

	Notes	2025		2024
		£	£	£	£
Fixed assets
Investment property	3		10,350,000		10,350,000
			10,350,000		10,350,000
Current assets
Debtors	4,5	866,299		-
Cash at bank and on hand		218,092		70,246
		1,084,391		70,246
Creditors amounts falling due within one year	6	(721,143)		(149,117)
Net current assets (liabilities)			363,248		(78,871)
Total assets less current liabilities			10,713,248		10,271,129
Creditors amounts falling due after one year	7		(10,750,381)		(10,350,000)
Net assets			(37,133)		(78,871)
Capital and reserves
Called up share capital			4		4
Profit and loss account			(37,137)		(78,875)
Shareholders' funds			(37,133)		(78,871)