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Company No: SC573781 (Scotland)

STEADMAN HOLDINGS LTD

UNAUDITED FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 05 APRIL 2024
PAGES FOR FILING WITH THE REGISTRAR

STEADMAN HOLDINGS LTD

UNAUDITED FINANCIAL STATEMENTS

FOR THE FINANCIAL YEAR ENDED 05 APRIL 2024

Contents

STEADMAN HOLDINGS LTD

BALANCE SHEET

AS AT 05 APRIL 2024
STEADMAN HOLDINGS LTD

BALANCE SHEET (continued)

AS AT 05 APRIL 2024
Note 2024 2023
£ £
Fixed assets
Tangible assets 3 1,429,841 1,291,965
Investment property 4 7,614,910 7,614,910
Investments 5 770,423 876,597
9,815,174 9,783,472
Current assets
Stocks 6 298,430 272,373
Debtors 7 185,795 144,422
Cash at bank and in hand 84,213 1,305,249
568,438 1,722,044
Creditors: amounts falling due within one year 8 ( 7,320,094) ( 8,699,175)
Net current liabilities (6,751,656) (6,977,131)
Total assets less current liabilities 3,063,518 2,806,341
Provision for liabilities 9, 10 ( 87,658) ( 27,998)
Net assets 2,975,860 2,778,343
Capital and reserves
Called-up share capital 11 100 100
Profit and loss account 2,975,760 2,778,243
Total shareholders' funds 2,975,860 2,778,343

For the financial year ending 05 April 2024 the Company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.

Directors' responsibilities:

These financial statements have been prepared in accordance with the provisions of FRS 102 Section 1A – small entities. The financial statements of Steadman Holdings Ltd (registered number: SC573781) were approved and authorised for issue by the Board of Directors on 03 April 2025. They were signed on its behalf by:

Mr A M Dickie
Director
STEADMAN HOLDINGS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE FINANCIAL YEAR ENDED 05 APRIL 2024
STEADMAN HOLDINGS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE FINANCIAL YEAR ENDED 05 APRIL 2024
1. Accounting policies

The principal accounting policies are summarised below. They have all been applied consistently throughout the financial year and to the preceding financial year, unless otherwise stated.

General information and basis of accounting

Steadman Holdings Ltd (the Company) is a private company, limited by shares, incorporated in the United Kingdom under the Companies Act 2006 and is registered in Scotland. The address of the Company's registered office is The Sandbox, Waterside, Newburgh, AB41 6AB, Scotland, United Kingdom.

The financial statements have been prepared under the historical cost convention, modified to include the revaluation of freehold properties and to include investment properties and certain items at fair value, and in accordance with Section 1A of Financial Reporting Standard 102 (FRS 102) ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland’ issued by the Financial Reporting Council and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime.

The financial statements are presented in pounds sterling which is the functional currency of the Company and rounded to the nearest £.

Going concern

At 5 April 2024, the Company had net current liabilities of £6.8m (2023: £7.0m). Contained within current liabilities are significant balances due to the directors of £7.1m (2023: £8.4m), which have been used to finance the acquisition of the Company's asset investments. The directors have confirmed their continuing support for the Company and do not intend to recall these monies, should it call into question the Company's going concern applicability, for a period of at least 12 months from the date of signing these financial statements. This confirmation, coupled with the positive future financial outlook for the Company, means the directors continue to adopt the going concern basis of accounting in preparing these financial statements.

Group accounts exemption

Group accounts exemption s399
The Company has taken advantage of the exemption under section 399 of the Companies Act 2006 not to prepare consolidated accounts, on the basis that the group of which this is the parent qualifies as a small group. The financial statements present information about the Company as an individual entity and not about its group.

Foreign currency

Transactions in foreign currencies are recorded at the rate of exchange at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the Balance Sheet date are reported at the rates of exchange prevailing at that date.

Exchange differences are recognised in the Profit and Loss Account in the period in which they arise.

Turnover

Turnover represents investment income from the company's investment portfolio and is stated net of VAT and trade discounts. Rental income received from investment property is recognised on a straight-line basis over the term of the relevant agreement. Interest and dividend income derived from the company's financial asset investment portfolio is recognised when the company is legally entitled to this income through it becoming ex-date and declared by the underlying investment. Realised gains and losses from underlying investment trading are recognised on the date of the transaction.

Employee benefits

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

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

Defined contribution schemes
The Company operates a defined contribution scheme. The amount charged to the Profit and Loss Account in respect of pension costs and other post-retirement benefits is the contributions payable in the financial year. Differences between contributions payable in the financial year and contributions actually paid are included as either accruals or prepayments in the Balance Sheet.

Taxation

Current tax
Current tax is provided at amounts expected to be paid (or recoverable) using the tax rates and laws that have been enacted or substantively enacted at the Balance Sheet date. Current tax 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.

Deferred tax
Deferred tax arises as a result of including items of income and expenditure in taxation computations in periods different from those in which they are included in the Company's financial statements. Deferred tax is provided in full on timing differences which result in an obligation to pay more or less tax at a future date, at the average tax rates that are expected to apply when the timing differences reverse, based on current tax rates and laws. Deferred tax assets and liabilities are not discounted.

The carrying amount of deferred tax assets are reviewed at each reporting date and a valuation allowance is set up against deferred tax assets so that the net carrying amount equals the highest amount that is more likely than not to be recovered based on current or future taxable profit.

Tangible fixed assets

Tangible fixed assets are stated at cost or valuation, net of depreciation and any provision for impairment. Depreciation is provided on all tangible fixed assets, other than investment property and freehold land, at rates calculated to write off the cost or valuation, less estimated residual value, of each asset on a straight-line or reducing balance basis over its expected useful life, as follows:

Land and buildings 25 years straight line
Plant and machinery 15 years straight line
Office equipment 3 years straight line

Residual value represents the estimated amount which would currently be obtained from disposal of an asset, after deducting estimated costs of disposal, if the asset were already of the age and in the condition expected at the end of its useful life.

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 credited or charged to profit or loss.

Impairment of assets

At each reporting period end date, the company 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).

Investment property

Investment property is initially recognised at cost, which includes the purchase cost and any directly attributable expenditure. Subsequently it is measured at fair value at each reporting date with changes in fair value recognised in profit or loss. Deferred taxation is provided on these gains at the rate expected to apply when the property is sold.

Fixed asset investments

Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

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

Investments in non-convertible preference shares and non-puttable ordinary or preference shares (where shares are publicly traded or their fair value can be reliably measured) are measured at fair value through profit or loss. Where fair value cannot be reliably measured, investments are measured at cost less impairment.

Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to sell, which is equivalent to the net realisable value. Cost includes materials, direct labour and an attributable proportion of manufacturing overheads based on normal levels of activity. Cost is calculated using the FIFO (first-in, first-out) method. Provision is made for obsolete, slow-moving or defective items where appropriate.

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.

Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand and deposits held at call with banks.

Financial instruments

Financial assets and financial liabilities are recognised when the Company becomes a party to the contractual provisions of the instrument.

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Company after deducting all of its liabilities.

Financial assets and liabilities are only offset in the Balance Sheet when, and only when there exists a legally enforceable right to set off the recognised amounts and the Company intends either 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.

Financial assets are derecognised when and only when the contractual rights to the cash flows from the financial asset expire or are settled, or the Company transfers to another party substantially all of the risks and rewards of ownership of the financial asset, or the Company, despite having retained some, but not all, significant risks and rewards of ownership, has transferred control of the asset to another party.

Basic financial liabilities
Basic financial liabilities, including creditors, are initially recognised at transaction price and are subsequently carried at amortised cost. Financial liabilities classified as payable within one year are not amortised.

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

Equity instruments
Equity instruments issued by the Company are recorded at the fair value of cash or other resources received or receivable, net of direct issue costs. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the Company.

Provisions

Provisions are recognised when the Company has a present obligation (legal or constructive) as a result of a past event, it is probable that the Company will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the Balance Sheet date, taking into account the risks and uncertainties surrounding the obligation. Where a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows (when the effect of the time value of money is material).

When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, a receivable is recognised as an asset if it is virtually certain that reimbursement will be received and the amount of the receivable can be measured reliably.

Exceptional Items

Exceptional items are those items, that, in the directors view, are required to be separately disclosed by virtue of their nature or incidence to enable a full understanding of the Company's financial performance.

2. Employees

2024 2023
Number Number
Monthly average number of persons employed by the Company during the year, including directors 9 9

3. Tangible assets

Land and buildings Plant and machinery Office equipment Total
£ £ £ £
Cost
At 06 April 2023 989,717 332,148 15,196 1,337,061
Additions 213,035 0 690 213,725
Disposals ( 9,882) ( 3,163) 0 ( 13,045)
At 05 April 2024 1,192,870 328,985 15,886 1,537,741
Accumulated depreciation
At 06 April 2023 20,870 12,917 11,309 45,096
Charge for the financial year 39,684 22,140 1,905 63,729
Disposals ( 591) ( 334) 0 ( 925)
At 05 April 2024 59,963 34,723 13,214 107,900
Net book value
At 05 April 2024 1,132,907 294,262 2,672 1,429,841
At 05 April 2023 968,847 319,231 3,887 1,291,965

4. Investment property

Investment property
£
Valuation
As at 06 April 2023 7,614,910
As at 05 April 2024 7,614,910

A full market valuation of investment property was completed by CBRE at 5th April 2023. The directors have reviewed the prior year valuation and its appropriateness for the current financial year and have concluded that it remains appropriate.

5. Fixed asset investments

2024 2023
£ £
Subsidiary undertakings 100 100
Other investments and loans 770,323 876,497
770,423 876,597

Investments in subsidiaries

2024
£
Cost
At 06 April 2023 40,200
At 05 April 2024 40,200
Provisions for impairment
At 06 April 2023 40,100
At 05 April 2024 40,100
Carrying value at 05 April 2024 100
Carrying value at 05 April 2023 100

Other investments Total
£ £
Cost or valuation before impairment
At 06 April 2023 876,497 876,497
Distributions ( 88,384) ( 88,384)
Capital calls 11,289 11,289
Redemptions (21,606) (21,606)
Foreign exchange (7,473) (7,473)
At 05 April 2024 770,323 770,323
Carrying value at 05 April 2024 770,323 770,323
Carrying value at 05 April 2023 876,497 876,497

Investments in shares

Name of entity Registered office Principal activity Class of
shares
Ownership
05.04.2024
Ownership
05.04.2023
Held
Vertegrow Ltd The Sandbox, Waterside, Newburgh, United Kingdom, AB41 6AB Vertical crop farming Ordinary 80.00% 80.00% Direct
HBHM Retail Ltd The Sandbox, Waterside, Newburgh, United Kingdom, AB41 6AB Health and nutrition product retail Ordinary 50.00% 90.00% Direct
Waterside Pharmaceuticals Ltd The Sandbox, Waterside, Newburgh, United Kingdom, AB41 6AB Manufacture and wholesale of pharmaceutical products Ordinary 74.99% 100.00% Direct

Investments in both Vertegrow Ltd and HBHM Retail Ltd were impaired during the 2023 year end to nil balance.

6. Stocks

2024 2023
£ £
Work in progress 298,430 272,373

7. Debtors

2024 2023
£ £
Trade debtors 16,405 19,400
Amounts owed by related parties 118,950 98,413
Prepayments and accrued income 5,585 17,727
Corporation tax 0 5,982
Other debtors 44,855 2,900
185,795 144,422

Amounts owed by related parties are repayable on demand, unsecured and do not bear interest.

8. Creditors: amounts falling due within one year

2024 2023
£ £
Trade creditors 65,763 16,878
Amounts owed to related parties 0 11,573
Amounts owed to directors 7,118,300 8,417,866
Accruals and deferred income 110,165 234,462
Other taxation and social security 25,861 15,814
Other creditors 5 2,582
7,320,094 8,699,175

Amounts owed to related parties are repayable on demand, unsecured and do not bear interest.

9. Provision for liabilities

2024 2023
£ £
Deferred tax 87,658 27,998

10. Deferred tax

2024 2023
£ £
At the beginning of financial year ( 27,998) 0
Charged to the Profit and Loss Account ( 59,660) ( 27,998)
At the end of financial year ( 87,658) ( 27,998)

The deferred tax liability has arisen due to fixed asset timing differences.

11. Called-up share capital

2024 2023
£ £
Allotted, called-up and fully-paid
100 A Ordinary shares of £ 1.00 each 100 100

12. Financial commitments

Other financial commitments

At the year end the company was subject to a fixed charge over its assets, including a negative pledge, in favour of the company's bankers. As at that date the company also had outstanding funding commitments of $39k (£31k) (2023: $27k (£21k)) in relation to an investment fund and had capital commitments of £Nil (2023 - £Nil).

13. Related party transactions

Transactions with the entity's directors

At the period end, directors were owed £7.1m (2023: £8.4m) by the company. This is interest free and repayable on demand.

14. Events after the Balance Sheet date

There have been no events after the balance sheet date affecting the Company since the financial year.

15. Ultimate controlling party

The company is under the control of the directors.