Company registration number 05146934 (England and Wales)
SPD HOLDINGS LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2023
SPD HOLDINGS LIMITED
COMPANY INFORMATION
Directors
Mr KM Mellors
Mr AF Greasley
Secretary
Mr AF Greasley
Company number
05146934
Registered office
6a Hall Annex Thorncliffe Park Estate
Newton Chambers Road
Chapeltown
Sheffield
South Yorkshire
England
S35 2PH
Auditor
BHP LLP
2 Rutland Park
Sheffield
S10 2PD
Bankers
Svenska Handelsbanken AB
7th Floor
3 St Paul's Place
129 Norfolk Street
Sheffield
S1 2JE
Solicitors
DLA Piper UK LLP
Princes Exchange
Princes Square
Leeds
LS1 4BY
SPD HOLDINGS LIMITED
CONTENTS
Page
Strategic report
1
Directors' report
2 - 3
Independent auditor's report
4 - 6
Group statement of comprehensive income
7
Group balance sheet
8
Company balance sheet
9
Group statement of changes in equity
10
Company statement of changes in equity
11
Group statement of cash flows
12
Notes to the financial statements
13 - 28
SPD HOLDINGS LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 30 NOVEMBER 2023
- 1 -

The directors present the strategic report for the year ended 30 November 2023.

Review of the business

The principal activities of the group during the period were the acquisition of land, its enhancement of value by obtaining of planning consents followed by subsequent development/sale. The company also carries out sales and incidental lettings of premises through its JV operations.

The business has continued to perform well with significant sales due to conclude in 2024 into 2025. The Group is not dependant upon any bank borrowings and liquidity is strong with good cash reserves sufficient to cover ongoing overheads and development costs.

Principal risks and uncertainties

Worldwide pressure on costs and prices

Following the invasion of Ukraine by Russia in February 2022 there has been significant volatility in the global financial markets and raw materials prices. This has been particularly noticeable in the energy markets where gas and oil prices have fluctuated wildly after peaking near record levels. These matters are significant external events, but the Directors do not believe that they will have a material impact on the business.

Financial key performance indicators

The key to the future success of the group's business is two-fold. Firstly, the delivery of all projects in the most cost effective and efficient manner and secondly, the identification and securing of new development opportunities which should always provide a satisfactory level of profit margin.

Given the directors' policy to secure above average levels of return from the group's investments, it is recognised that relatively long lead-in times (to secure, for example, difficult to obtain planning consents) from acquisition to development out-turn are required. The group addresses this position through continually looking to put into place a development land portfolio which will help satisfy the group's needs five to seven years ahead. The results of the group in any one financial year are very dependent upon the timing of the completion of property developments and the date when such developments convert into irrevocable contracted sales.

Financial risk management objectives and policies

The group uses financial instruments, other than derivatives, comprising cash and other liquid resources and various other items such as trade debtors and creditors that arise directly from its operations. The main purpose of these financial instruments is to raise finance for the group's operation. The main issues arising from the group's financial instruments is liquidity risk. The directors review and agree policies for managing such risks and they are summarised below. The policies have remained unchanged from previous periods.

Liquidity risk

The group seeks to manage financial risk by ensuring sufficient liquidity is available to meet foreseeable needs and to invest cash assets safely and profitably. The group finances its operations through retained profits and has no borrowings at this time.

On behalf of the board

Mr AF Greasley
Director
23 August 2024
SPD HOLDINGS LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 30 NOVEMBER 2023
- 2 -

The directors present their annual report and financial statements for the year ended 30 November 2023.

Principal activities

The principal activity of the company and group continued to be that of the acquisition of land, its reclamation and enhancement of value, through obtaining of planning consents and subsequent developments.

Results and dividends

The results for the year are set out on page 7.

Ordinary dividends were paid amounting to £1,000,000. The directors do not recommend payment of a further dividend.

Directors

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

Mr KM Mellors
Mr JD Newton
(Resigned 31 December 2023)
Mr AF Greasley
Statement of directors' responsibilities

The directors are responsible 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 company, and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

 

 

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group’s and company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and 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 company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the auditor of the company is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the auditor of the company is aware of that information.

Medium-sized companies exemption

This report has been prepared in accordance with the provisions applicable to companies entitled to the medium-sized companies exemption.

SPD HOLDINGS LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2023
- 3 -
On behalf of the board
Mr AF Greasley
Director
23 August 2024
SPD HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF SPD HOLDINGS LIMITED
- 4 -
Opinion

We have audited the financial statements of SPD Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 30 November 2023 which comprise the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows and notes to the financial statements, including 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:

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's responsibilities for the audit of the financial statements section of our report. We are independent of the group and parent company 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 directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

 

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and parent company’s ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

 

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. 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. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

 

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of our audit:

SPD HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF SPD HOLDINGS LIMITED
- 5 -
Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the parent company and their environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.

 

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

Responsibilities of directors

As explained more fully in the directors' responsibilities statement, 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 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 parent company or to cease operations, or have no realistic alternative but to do so.

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.

Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:

 

capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;

financial statements or the operations of the Group;

enquiries of management and inspecting legal correspondence; and

SPD HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF SPD HOLDINGS LIMITED
- 6 -

We assessed the susceptibility of the group’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by;

 

knowledge of actual, suspected and alleged fraud; and

regulations.

 

To address the risks of fraud through management bias and override controls, we:

 

indicative of potential bias; and

 

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:

 

professional fees.

 

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the director's and other management and the inspection of regulatory and legal correspondence.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

Use of our report

This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an 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 company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

Lisa Leighton (Senior Statutory Auditor)
For and on behalf of BHP LLP
27 August 2024
Chartered Accountants
Statutory Auditor
2 Rutland Park
Sheffield
S10 2PD
SPD HOLDINGS LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 NOVEMBER 2023
- 7 -
2023
2022
Notes
£
£
Turnover
3
77,590
90,938
Cost of sales
(27,289)
(46,801)
Gross profit
50,301
44,137
Administrative expenses
(474,499)
(491,796)
Operating loss
4
(424,198)
(447,659)
Interest receivable and similar income
8
78,898
359,391
Interest payable and similar expenses
9
-
0
(37)
Loss before taxation
(345,300)
(88,305)
Tax on loss
10
73,600
16,302
Loss for the financial year
(271,700)
(72,003)
Loss for the financial year is all attributable to the owners of the parent company.
Total comprehensive income for the year is all attributable to the owners of the parent company.
SPD HOLDINGS LIMITED
GROUP BALANCE SHEET
AS AT
30 NOVEMBER 2023
30 November 2023
- 8 -
2023
2022
Notes
£
£
£
£
Fixed assets
Tangible assets
12
3,194
3,791
Current assets
Stocks
18
1,780,621
1,761,753
Debtors
17
1,832,752
1,823,203
Cash at bank and in hand
2,232,387
3,616,224
5,845,760
7,201,180
Creditors: amounts falling due within one year
19
(284,831)
(369,148)
Net current assets
5,560,929
6,832,032
Net assets
5,564,123
6,835,823
Capital and reserves
Called up share capital
22
150,000
150,000
Other reserves
1,102,551
1,102,551
Profit and loss reserves
4,311,572
5,583,272
Total equity
5,564,123
6,835,823

These financial statements have been prepared in accordance with the provisions relating to medium-sized groups.

The financial statements were approved by the board of directors and authorised for issue on 23 August 2024 and are signed on its behalf by:
23 August 2024
Mr AF Greasley
Director
Company registration number 05146934 (England and Wales)
SPD HOLDINGS LIMITED
COMPANY BALANCE SHEET
AS AT 30 NOVEMBER 2023
30 November 2023
- 9 -
2023
2022
Notes
£
£
£
£
Fixed assets
Investments
13
150,000
150,000
Current assets
Debtors
17
150,000
150,000
Net current assets
150,000
150,000
Net assets
300,000
300,000
Capital and reserves
Called up share capital
22
150,000
150,000
Profit and loss reserves
150,000
150,000
Total equity
300,000
300,000

As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s profit for the year was £1,000,000 (2022 - £1,000,000 profit).

The financial statements were approved by the board of directors and authorised for issue on 23 August 2024 and are signed on its behalf by:
23 August 2024
Mr AF Greasley
Director
Company registration number 05146934 (England and Wales)
SPD HOLDINGS LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 NOVEMBER 2023
- 10 -
Share capital
Profit and loss reserves
Total
Notes
£
£
£
£
Balance at 1 December 2021
150,000
1,102,551
6,655,275
7,907,826
Year ended 30 November 2022:
Loss and total comprehensive income
-
-
(72,003)
(72,003)
Dividends
11
-
-
(1,000,000)
(1,000,000)
Balance at 30 November 2022
150,000
1,102,551
5,583,272
6,835,823
Year ended 30 November 2023:
Loss and total comprehensive income
-
-
(271,700)
(271,700)
Dividends
11
-
-
(1,000,000)
(1,000,000)
Balance at 30 November 2023
150,000
1,102,551
4,311,572
5,564,123
SPD HOLDINGS LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 NOVEMBER 2023
- 11 -
Share capital
Profit and loss reserves
Total
Notes
£
£
£
Balance at 1 December 2021
150,000
150,000
300,000
Year ended 30 November 2022:
Profit and total comprehensive income for the year
-
1,000,000
1,000,000
Dividends
11
-
(1,000,000)
(1,000,000)
Balance at 30 November 2022
150,000
150,000
300,000
Year ended 30 November 2023:
Profit and total comprehensive income
-
1,000,000
1,000,000
Dividends
11
-
(1,000,000)
(1,000,000)
Balance at 30 November 2023
150,000
150,000
300,000
SPD HOLDINGS LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 NOVEMBER 2023
- 12 -
2023
2022
Notes
£
£
£
£
Cash flows from operating activities
Cash absorbed by operations
24
(461,750)
(261,210)
Interest paid
-
0
(37)
Income taxes paid
-
0
(240,406)
Net cash outflow from operating activities
(461,750)
(501,653)
Investing activities
Purchase of tangible fixed assets
12
(985)
(3,304)
Interest received
66,512
11,851
Other income received from investments
8
12,386
347,540
Net cash generated from investing activities
77,913
356,087
Financing activities
Dividends paid to equity shareholders
11
(1,000,000)
(1,000,000)
Net cash used in financing activities
(1,000,000)
(1,000,000)
Net decrease in cash and cash equivalents
(1,383,837)
(1,145,566)
Cash and cash equivalents at beginning of year
3,616,224
4,761,790
Cash and cash equivalents at end of year
2,232,387
3,616,224
SPD HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2023
- 13 -
1
Accounting policies
Company information

SPD Holdings Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is 6a Hall Annex Thorncliffe Park Estate, Newton Chambers Road, Chapeltown, Sheffield, South Yorkshire, England, S35 2PH.

 

The group consists of SPD Holdings Limited and all of its subsidiaries.

1.1
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention, modified to certain financial instruments at fair value. The principal accounting policies adopted are set out below.

The company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements for parent company information presented within the consolidated financial statements:

 

1.2
Business combinations

In the parent company financial statements, the cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill.

 

Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.

SPD HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2023
1
Accounting policies
(Continued)
- 14 -
1.3
Basis of consolidation

The consolidated group financial statements consist of the financial statements of the parent company SPD Holdings Limited together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.

 

All financial statements are made up to 30 November 2023. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.

 

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.

Entities in which the group holds an interest and which are jointly controlled by the group and one or more other venturers under a contractual arrangement are treated as joint ventures. Entities other than subsidiary undertakings or joint ventures, in which the group has a participating interest and over whose operating and financial policies the group exercises a significant influence, are treated as associates.

Investments in joint ventures and associates are carried in the group balance sheet at cost plus post-acquisition changes in the group’s share of the net assets of the entity, less any impairment in value. The carrying values of investments in joint ventures and associates include acquired goodwill.

 

If the group’s share of losses in a joint venture or associate equals or exceeds its investment in the joint venture or associate, the group does not recognise further losses unless it has incurred obligations to do so or has made payments on behalf of the joint venture or associate.

 

Unrealised gains arising from transactions with joint ventures and associates are eliminated to the extent of the group’s interest in the entity.

1.4
Going concern

In preparing the financial statements the Board has considered a number of factors. These include the financial performance of the Group since the period end and the cash flow forecasts covering the 12 months following the approval of these accounts. The forecasts show that the Group has sufficient resources to continue operating for the foreseeable future. The directors have sensitised the forecasts to eliminate any sales that have not been agreed subject to contract, and these forecasts also show that the available resources are sufficient. The Directors have confirmed that the group will continue to support this company for the foreseeable future. For this reason the Group continues to adopt the going concern basis in preparing its financial statements.

SPD HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2023
1
Accounting policies
(Continued)
- 15 -
1.5
Turnover

Turnover represents revenue arising from the sale of land and property. It is stated at the fair value of consideration receivable, net of value added tax, rebates and discounts.

 

Revenue from the sale of land and property is recognised when the significant risks and benefits of ownership of the property have transferred to the buyer based on specific contract terms.

 

Rentals under operating leases are credited to the Statement of Comprehensive Income on a straight line basis over the lease term. Benefits allowed as an incentive to sign an operating lease are recognised on a straight line basis over the period.

 

If, at the Balance sheet date, completion of contractual obligations is dependent on external factors (and thus outside the control of the Company), then revenue is recognised only when the event occurs. In such cases, costs incurred up to the Balance sheet date are carried forward as work in progress.

1.6
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Fixtures and fittings
25% per annum on a straight line basis
Computers
25% per annum on a straight line basis

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.

1.7
Fixed asset investments

Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.

 

In the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

SPD HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2023
1
Accounting policies
(Continued)
- 16 -

An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The group considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.

 

Investments in associates are initially recognised at the transaction price (including transaction costs) and are subsequently adjusted to reflect the group’s share of the profit or loss, other comprehensive income and equity of the associate using the equity method. Any difference between the cost of acquisition and the share of the fair value of the net identifiable assets of the associate on acquisition is recognised as goodwill. Any unamortised balance of goodwill is included in the carrying value of the investment in associates.

 

Losses in excess of the carrying amount of an investment in an associate are recorded as a provision only when the company has incurred legal or constructive obligations or has made payments on behalf of the associate.

 

In the parent company financial statements, investments in associates are accounted for at cost less impairment.

Entities in which the group has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.

1.8
Impairment of fixed assets

At each reporting period end date, the group reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

 

The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

 

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

SPD HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2023
1
Accounting policies
(Continued)
- 17 -
1.9
Stocks

Stocks comprise of land development costs. They are stated at the lower of cost and net realisable value, after provisions.

 

Cost is based on the cost of direct expenditure, labour and attributable overheads.

 

Net realisable value is the estimated selling price less all further costs to complete and all costs to be incurred in marketing and selling.

 

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.

1.10
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

1.11
Financial instruments

The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

 

Financial instruments are recognised in the group's balance sheet when the group becomes party to the contractual provisions of the instrument.

 

Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method 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. Financial assets classified as receivable within one year are not amortised.

Impairment of financial assets

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

 

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. 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 profit or loss.

 

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

SPD HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2023
1
Accounting policies
(Continued)
- 18 -
Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Classification of 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 group after deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities, including creditors and loans from fellow group companies are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

 

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

 

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Derecognition of financial liabilities

Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.

1.12
Equity instruments

Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.

1.13
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

SPD HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2023
1
Accounting policies
(Continued)
- 19 -
Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

 

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

1.14
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

 

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

 

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

1.15
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

1.16
Leases

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.

SPD HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2023
- 20 -
2
Judgements and key sources of estimation uncertainty

In the application of the group’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions 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 where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

Critical judgements

The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

Valuation of land and property held as stock

Stock held is reviewed for impairment against the open market continuously throughout the year. At the balance sheet date, management have assessed whether there is any indication of impairment, The value of land and properties is significant and any impairment in these values can have a significant impact on the group's financial position and profit or loss.

3
Turnover and other revenue
2023
2022
£
£
Turnover analysed by class of business
Rental income
27,389
23,198
Other income
50,201
67,740
77,590
90,938
2023
2022
£
£
Other revenue
Interest income
66,512
11,851
4
Operating loss
2023
2022
£
£
Operating loss for the year is stated after charging:
Depreciation of owned tangible fixed assets
1,582
1,769
Operating lease charges
25,784
23,268
SPD HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2023
- 21 -
5
Employees

The average monthly number of persons (including directors) employed by the group and company during the year was:

Group
Company
2023
2022
2023
2022
Number
Number
Number
Number
Administration
2
2
-
0
-
0

Their aggregate remuneration comprised:

Group
Company
2023
2022
2023
2022
£
£
£
£
Wages and salaries
212,319
214,364
-
0
-
0
Social security costs
33,408
24,603
-
-
Pension costs
25,803
29,825
-
0
-
0
271,530
268,792
-
0
-
0
6
Directors' remuneration
2023
2022
£
£
Remuneration for qualifying services
151,306
118,724
Company pension contributions to defined contribution schemes
20,003
20,674
Sums paid to third parties for directors' services
19,400
67,124
190,709
206,522
7
Auditor's remuneration
2023
2022
Fees payable to the company's auditor:
£
£
For audit services
Audit of the financial statements of the group and company
-
-
Audit of the financial statements of the company's subsidiaries
30,000
30,000
For other services
Taxation compliance services
8,750
8,745
SPD HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2023
- 22 -
8
Interest receivable and similar income
2023
2022
£
£
Interest income
Interest on bank deposits
66,512
11,728
Other interest income
-
123
Total interest revenue
66,512
11,851
Income from fixed asset investments
Income from participating interests - joint ventures
12,386
347,540
Total income
78,898
359,391
9
Interest payable and similar expenses
2023
2022
£
£
Interest on bank overdrafts and loans
-
37
10
Taxation
2023
2022
£
£
Current tax
Adjustments in respect of prior periods
-
0
123
Deferred tax
Origination and reversal of timing differences
(73,600)
(16,425)
Total tax credit
(73,600)
(16,302)
SPD HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2023
10
Taxation
(Continued)
- 23 -

The actual credit for the year can be reconciled to the expected credit for the year based on the profit or loss and the standard rate of tax as follows:

2023
2022
£
£
Loss before taxation
(345,300)
(88,305)
Expected tax credit based on the standard rate of corporation tax in the UK of 23.00% (2022: 19.00%)
(79,419)
(16,778)
Tax effect of expenses that are not deductible in determining taxable profit
5,222
66,065
Tax effect of income not taxable in determining taxable profit
(2,850)
(66,033)
Change in unrecognised deferred tax assets
5,316
4,450
Adjustments in respect of prior years
-
0
123
Effect of change in corporation tax rate
-
(3,944)
Permanent capital allowances in excess of depreciation
-
0
(185)
Trade losses carried back
(1,869)
-
0
Taxation credit
(73,600)
(16,302)
11
Dividends
2023
2022
Recognised as distributions to equity holders:
£
£
Final paid
1,000,000
1,000,000
SPD HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2023
- 24 -
12
Tangible fixed assets
Group
Fixtures and fittings
Computers
Total
£
£
£
Cost
At 1 December 2022
8,059
15,320
23,379
Additions
240
745
985
At 30 November 2023
8,299
16,065
24,364
Depreciation and impairment
At 1 December 2022
7,998
11,590
19,588
Depreciation charged in the year
86
1,496
1,582
At 30 November 2023
8,084
13,086
21,170
Carrying amount
At 30 November 2023
215
2,979
3,194
At 30 November 2022
61
3,730
3,791
The company had no tangible fixed assets at 30 November 2023 or 30 November 2022.
13
Fixed asset investments
Group
Company
2023
2022
2023
2022
Notes
£
£
£
£
Investments in subsidiaries
14
-
0
-
0
150,000
150,000
Movements in fixed asset investments
Company
Shares in subsidiaries
£
Cost or valuation
At 1 December 2022 and 30 November 2023
150,000
Carrying amount
At 30 November 2023
150,000
At 30 November 2022
150,000
SPD HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2023
- 25 -
14
Subsidiaries

Details of the company's subsidiaries at 30 November 2023 are as follows:

Name of undertaking
Registered office
Class of
% Held
shares held
Direct
St. Paul's Developments Ltd
United Kingdom
Ordinary
100.00
Axis 1 Limited
United Kingdom
Ordinary
100.00
Stella South (2002) Limited
United Kingdom
Ordinary
100.00
St. Paul's Brookfields Park Limited
United Kingdom
Ordinary
100.00
Cortonwood Developments Retail Limited
United Kingdom
Ordinary
100.00
Cortonwood Limited
United Kingdom
Ordinary
100.00
15
Associates

Details of associates at 30 November 2023 are as follows:

Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Cortonwood (Management) Two Company Limited
United Kingdom
Ordinary
19
16
Joint ventures

Details of joint ventures at 30 November 2023 are as follows:

Name of undertaking
Registered office
Interest
% Held
held
Direct
Smithy Wood Business Parks Development LLP
United Kingdom
Joint Venture
50.00
Brookfields Park Development Partners LLP
United Kingdom
Joint Venture
50.00
SPD HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2023
- 26 -
17
Debtors
Group
Company
2023
2022
2023
2022
Amounts falling due within one year:
£
£
£
£
Trade debtors
47,375
-
0
-
0
-
0
Amounts owed by group undertakings
-
-
150,000
150,000
Amounts owed by undertakings in which the company has a participating interest
1,532,890
1,644,935
-
-
Other debtors
18,309
8,659
-
0
-
0
Prepayments and accrued income
47,178
56,209
-
0
-
0
1,645,752
1,709,803
150,000
150,000
Amounts falling due after more than one year:
Deferred tax asset (note 20)
187,000
113,400
-
0
-
0
Total debtors
1,832,752
1,823,203
150,000
150,000
18
Stocks
Group
Company
2023
2022
2023
2022
£
£
£
£
Land and property development costs
1,780,621
1,761,753
-
0
-
0
19
Creditors: amounts falling due within one year
Group
Company
2023
2022
2023
2022
£
£
£
£
Trade creditors
7,007
2,823
-
0
-
0
Other taxation and social security
8,800
9,600
-
-
Accruals and deferred income
269,024
356,725
-
0
-
0
284,831
369,148
-
0
-
0
SPD HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2023
- 27 -
20
Deferred taxation

The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:

Assets
Assets
2023
2022
Group
£
£
Accelerated capital allowances
48,000
79,729
Tax losses
139,000
33,671
187,000
113,400
The company has no deferred tax assets or liabilities.
Group
Company
2023
2023
Movements in the year:
£
£
Asset at 1 December 2022
(113,400)
-
Credit to profit or loss
(73,600)
-
Asset at 30 November 2023
(187,000)
-

The deferred tax asset set out above is expected to reverse within 12 months and relates to the utilisation of tax losses against future expected profits of the same period.

21
Retirement benefit schemes
2023
2022
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
25,803
29,825

A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.

22
Share capital
Group and company
2023
2022
2023
2022
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary of £1 each
150,000
150,000
150,000
150,000
SPD HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2023
- 28 -
23
Related party transactions

During the year the group recharged services amounting to £37,500 (2022: £37,500) to a company with common shareholding SPD Holdings Limited (a company registered in Cyprus). At the year end £37,500 (2022: £37,500) was owing from this company.

24
Cash absorbed by group operations
2023
2022
£
£
Loss for the year after tax
(271,700)
(72,003)
Adjustments for:
Taxation credited
(73,600)
(16,302)
Finance costs
-
0
37
Investment income
(78,898)
(359,391)
Depreciation and impairment of tangible fixed assets
1,582
1,769
Movements in working capital:
Increase in stocks
(18,868)
(51,370)
Decrease in debtors
64,051
344,459
Decrease in creditors
(84,317)
(108,409)
Cash absorbed by operations
(461,750)
(261,210)
25
Analysis of changes in net debt - group
2023
£
Opening net funds
Cash and cash equivalents
3,616,224
Changes in net debt arising from:
Cash flows of the entity
(1,383,837)
Closing net funds as analysed below
2,232,387
Closing net funds
Cash and cash equivalents
2,232,387
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