REGISTERED NUMBER: |
Report of the Director and |
Financial Statements for the Year Ended 31 January 2024 |
for |
Silverhill Finance Limited |
REGISTERED NUMBER: |
Report of the Director and |
Financial Statements for the Year Ended 31 January 2024 |
for |
Silverhill Finance Limited |
Silverhill Finance Limited (Registered number: 09401629) |
Contents of the Financial Statements |
for the Year Ended 31 January 2024 |
Page |
Company Information | 1 |
Report of the Director | 2 |
Report of the Independent Auditors | 3 |
Income Statement | 6 |
Balance Sheet | 7 |
Notes to the Financial Statements | 8 |
Silverhill Finance Limited |
Company Information |
for the Year Ended 31 January 2024 |
DIRECTOR: |
SECRETARY: |
REGISTERED OFFICE: |
REGISTERED NUMBER: |
AUDITORS: |
Statutory Auditors |
First Floor |
18 Devonshire Row |
London |
EC2M 4RH |
Silverhill Finance Limited (Registered number: 09401629) |
Report of the Director |
for the Year Ended 31 January 2024 |
The director presents his report with the financial statements of the company for the year ended 31 January 2024. |
PRINCIPAL ACTIVITY |
The principal activity of the company in the year under review was that of investment in financial instruments. |
DIVIDENDS |
The company did not make any dividend distribution for the year ended 31 January 2024 |
DIRECTOR |
DIRECTOR'S RESPONSIBILITIES STATEMENT |
The director is responsible for preparing the Report of the Director and the financial statements in accordance with applicable law and regulations. |
Company law requires the director to prepare financial statements for each financial year. Under that law the director has 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 director must not approve the financial statements unless he is satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the director is required to: |
- | select suitable accounting policies and then apply them consistently; |
- | make judgements and accounting estimates that are reasonable and prudent; |
- | prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business. |
The director is responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable him to ensure that the financial statements comply with the Companies Act 2006. He is also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. |
STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS |
So far as the director is aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and he has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information. |
AUDITORS |
The auditors, Zenith Audit Ltd, will be proposed for re-appointment at the forthcoming Annual General Meeting. |
ON BEHALF OF THE BOARD: |
Report of the Independent Auditors to the Members of |
Silverhill Finance Limited |
Opinion |
We have audited the financial statements of Silverhill Finance Limited (the 'company') for the year ended 31 January 2024 which comprise the Income Statement, Balance Sheet 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 company's affairs as at 31 January 2024 and of its loss 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 Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the 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 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 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 director with respect to going concern are described in the relevant sections of this report. |
Other information |
The director is responsible for the other information. The other information comprises the information in the Report of the Director, but does not include the financial statements and our Report of the Auditors 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. |
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 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 the audit: |
- | the information given in the Report of the Director for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
- | the Report of the Director has been prepared in accordance with applicable legal requirements. |
Report of the Independent Auditors to the Members of |
Silverhill Finance Limited |
Matters on which we are required to report by exception |
In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Report of the Director. |
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, or returns adequate for our audit have not been received from branches not visited by us; or |
- | the financial statements are not in agreement with the accounting records and returns; or |
- | certain disclosures of director's remuneration specified by law are not made; or |
- | we have not received all the information and explanations we require for our audit; or |
- | the director was not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemption from the requirement to prepare a Strategic Report. |
Responsibilities of director |
As explained more fully in the Director's Responsibilities Statement set out on page two, the director is 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 director determines 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 director is responsible for assessing the 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 director either intends to liquidate the company or to cease operations, or has no realistic alternative but to do so. |
Auditors' 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 a Report of the Auditors 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. |
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. |
We performed risk assessment procedures and obtained an understanding of the Company and its environment, the applicable financial reporting framework, the applicable laws and regulations, the Company's system of internal control and the fraud risk factors relevant to the Company that affect the susceptibility of assertions to material misstatement due to fraud. We made enquiries with management regarding actual or suspected fraud, non-compliance with laws and regulations, potential litigation and claims. The |
engagement partner led a discussion among the audit team with particular emphasis on how and where the Company's financial statements may be susceptible to material misstatement due to fraud, including how fraud might occur. The engagement partner assessed that the engagement team collectively had the appropriate competence and capability to identify or recognise non-compliance with laws and regulations. |
We considered compliance with UK Companies Act 2006 and the applicable tax legislation as the key laws and |
regulations which non-compliance could directly lead to material misstatement due to fraud at the financial statement level. We evaluated whether the selection and application of accounting policies by the Company may be indicative of fraudulent financial reporting. Our audit procedures responsive to assessed risks of material misstatement due to fraud at the assertion level included but were not limited to: |
- Testing the appropriateness of manual journal entries recorded in the general ledger and other adjustments made in the preparation of the financial statements; |
- Making inquiries of individuals involved in the financial reporting process about inappropriate or unusual activity |
relating to the processing of journal entries; |
- Selecting and testing journal entries and other adjustments made at the end of a reporting period and throughout the period; |
- Reviewing accounting estimates for biases that could represent a risk of material misstatement due to fraud; |
Owing to the inherent limitations of an audit, there is an unavoidable risk that some material misstatements of the financial statements due to irregularities, including fraud, may not be detected, even though we have properly planned and performed our audit in accordance with the auditing standards. For example, the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it. In addition, as with any audit, there remains a higher risk of non-detection of irregularities, as they may involve collusion, forgery, intentional omissions or override of |
internal controls. |
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 Report of the Auditors. |
Report of the Independent Auditors to the Members of |
Silverhill Finance Limited |
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 a Report of the Auditors 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. |
for and on behalf of |
Statutory Auditors |
First Floor |
18 Devonshire Row |
London |
EC2M 4RH |
Silverhill Finance Limited (Registered number: 09401629) |
Income Statement |
for the Year Ended 31 January 2024 |
31.1.24 | 31.1.23 |
Notes | $ | $ |
INCOME FROM INVESTMENTS |
Cost of |
investments | ( |
) | ( |
) |
GROSS PROFIT |
Administrative expenses | ( |
) | ( |
) |
206,423 | 73,009 |
Exchange gain |
OPERATING PROFIT and |
PROFIT BEFORE TAXATION |
Tax on profit | 6 | ( |
) | ( |
) |
LOSS FOR THE FINANCIAL YEAR | ( |
) | ( |
) |
Silverhill Finance Limited (Registered number: 09401629) |
Balance Sheet |
31 January 2024 |
31.1.24 | 31.1.23 |
Notes | $ | $ |
CURRENT ASSETS |
Debtors | 7 |
Investments | 8 |
Cash at bank |
CREDITORS |
Amounts falling due within one year | 9 | ( |
) | ( |
) |
NET CURRENT ASSETS |
TOTAL ASSETS LESS CURRENT LIABILITIES |
CAPITAL AND RESERVES |
Called up share capital | 10 |
Retained earnings | ( |
) |
SHAREHOLDERS' FUNDS |
The financial statements were approved by the director and authorised for issue on |
Silverhill Finance Limited (Registered number: 09401629) |
Notes to the Financial Statements |
for the Year Ended 31 January 2024 |
1. | STATUTORY INFORMATION |
Silverhill Finance Limited is a |
2. | ACCOUNTING POLICIES |
Basis of preparing the financial statements |
These financial statements have been prepared in accordance with the provisions of Section 1A "Small Entities" of Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention. |
The financial statements have been prepared in USD and this is also considered by the director to be the company's functional currency. |
Going concern |
After reviewing the company's forecasts and projections, the director has a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. The director therefore continues to adopt the going concern basis in preparing the financial statements. |
Interest income |
Interest income is measured at the fair value of the consideration received. |
Cash and cash equivalents |
Cash and cash equivalents comprise cash in hand and call deposits, and other short term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of changes in value. |
Creditors |
Short term trade creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method. |
Significant judgements and estimates |
The company's assets valuation is based on discounted cashflow models using publicly available sources of information (interest and exchange rates) listed below: |
- UAH National Bank of Ukraine Zero Coupon Yield Curve |
- US Treasuries Actives Index |
- USDUAH Non-deliverable forward index |
- Ukrainian Hryvnia Spot |
Investments |
Investments in financial instruments are held as one trading portfolio and are measured at fair value through profit or loss. The fair value is calculated using discounted cashflow technique where discounting rates are defined based on the market data. |
Listed investments held for sale are recognised at market value. |
Taxation |
Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. |
Current or deferred taxation assets and liabilities are not discounted. |
Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date. |
Silverhill Finance Limited (Registered number: 09401629) |
Notes to the Financial Statements - continued |
for the Year Ended 31 January 2024 |
2. | ACCOUNTING POLICIES - continued |
Deferred tax |
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date. |
Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference. |
Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. |
Foreign currencies |
Monetary assets and liabilities in foreign currencies are translated into US Dollars at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into US Dollars at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result. |
3. | EMPLOYEES AND DIRECTORS |
The average number of employees during the year was |
4. | OPERATING PROFIT |
The operating profit is stated after charging/(crediting): |
31.1.24 | 31.1.23 |
$ | $ |
Foreign exchange differences | ( |
) |
5. | AUDITORS' REMUNERATION |
31.1.23 | 31.1.22 |
$ | $ |
Fees payable to the company's auditors for the audit of the company's financial statements | 10,143 | 11,882 |
6. | TAXATION |
The amount of $402,962 is the withholding tax on interest income paid at source in Ukraine at a rate of 5%. |
7. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
31.1.24 | 31.1.23 |
$ | $ |
Trade debtors |
Prepayments |
8. | CURRENT ASSET INVESTMENTS |
31.1.24 | 31.1.23 |
$ | $ |
Listed investments | 1,478,452 | - |
Unlisted investments | 54,444,203 | 54,444,203 |
Silverhill Finance Limited (Registered number: 09401629) |
Notes to the Financial Statements - continued |
for the Year Ended 31 January 2024 |
9. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
31.1.24 | 31.1.23 |
$ | $ |
Trade creditors |
Tax |
Amount owed to related parties | 108,637 | 108,637 |
10. | CALLED UP SHARE CAPITAL |
Allotted, issued and fully paid: |
Number: | Class: | Nominal | 31.1.24 | 31.1.23 |
value: | $ | $ |
Ordinary | £1 | 142 | 142 |
Ordinary | $1 | 54,147,005 | 54,147,005 |
54,147,147 | 54,147,147 |
11. | RELATED PARTY DISCLOSURES |
During prior year, the company received an interest free loan of EUR 100,000 from its parent company Goldsmith Business Limited |
12. | ULTIMATE CONTROLLING PARTY |
The immediate holding company is Goldsmith Business Ltd, a company incorporated in the British Virgin Islands. The ultimate controlling party is Mr Glib Zagorii |
13. | AUDITOR LIABILITY LIMITATION AGREEMENT |
An auditors' limitation of liability agreement has been approved by the members for the financial year ended 31 January 2024. |
The principal terms and conditions are as below: |
- The agreement limits the amount of any liability owed to the Company by the auditors in respect of any negligence default, breach of duty or breach of trust, occurring in the course of audit of the Company's accounts and pursuant to this agreement the auditor may be guilty in relation to the Company. |
- The agreement also stipulates the maximum aggregated amount payable in event of any of the circumstances stated above. |