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SALAMANCA GROUP HOLDINGS (UK) LIMITED

ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 30 SEPTEMBER 2023


 
SALAMANCA GROUP HOLDINGS (UK) LIMITED
 

 
COMPANY INFORMATION


Directors
M J Bellamy 
S R Kedar 
Triesman Associates Limited 
Legs Alsop Limited 
A C Williams (appointed 27 October 2023)
L Ding (resigned 27 October 2023)




Registered number
08679805



Registered office
3 Burlington Gardens

London

W1S 3EP




Independent auditors
Warrener Stewart
Chartered Accountants & Statutory Auditors

Harwood House

43 Harwood Road

London

SW6 4QP






 
SALAMANCA GROUP HOLDINGS (UK) LIMITED
 


CONTENTS



Page
Group Strategic Report
 
1
Directors' Report
 
2 - 3
Independent Auditors' Report
 
4 - 7
Consolidated Statement of Comprehensive Income
 
8
Consolidated Statement of Financial Position
 
9 - 10
Company Statement of Financial Position
 
11
Consolidated Statement of Changes in Equity
 
12
Company Statement of Changes in Equity
 
13
Consolidated Statement of Cash Flows
 
14 - 15
Consolidated Analysis of Net Debt
 
15
Notes to the Financial Statements
 
16 - 44



 
SALAMANCA GROUP HOLDINGS (UK) LIMITED
 

 
GROUP STRATEGIC REPORT
FOR THE PERIOD ENDED 30 SEPTEMBER 2023

Introduction
 
The Directors present their group strategic report for the period ended 30 September 2023.

Business review
 
The Gravity project, a 635-acre site in Somerset which we are developing on behalf of the Group and its co-investors, has continued to make excellent progress and we achieved a partial sale of the site during the period.
The balance of land will remain in stock whilst we continue to execute our strategic planning approach to maximise value upon disposal.
 
The group realised an overall post-tax profit of £83.9m for the year, compared to a loss of £7.4m in 2022.

Principal risks and uncertainties
 
Salamanca Group and its clients are involved in a number of high-value investments, delivering returns that are variable in respect of their quantum and timing, and which therefore give rise to cashflow and litigation risk. Other risks include foreign exchange risk and the general health of the UK and worldwide economies.

Financial key performance indicators
 
The performance of the Group is monitored, by the Board, by reference to internal budgets, forecasts and cashflows. These are currently considered sufficient to provide an overview of performance relative to expectations.


This report was approved by the board and signed on its behalf.





................................................
M J Bellamy
Director

Date: 15 May 2025

Page 1


 
SALAMANCA GROUP HOLDINGS (UK) LIMITED
 

 
DIRECTORS' REPORT
FOR THE PERIOD ENDED 30 SEPTEMBER 2023

The directors present their report and the financial statements for the period ended 30 September 2023.

Directors

The directors who served during the period were:

M J Bellamy 
S R Kedar 
Triesman Associates Limited 
Legs Alsop Limited 
L Ding (resigned 27 October 2023)

Directors' responsibilities statement

The directors are responsible for preparing the Group Strategic Report, the Directors' Report and the consolidated 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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 Company and the Group and of the profit or loss of the Group for that period.

 In preparing these financial statements, the directors are required to:


select suitable accounting policies for the Group's financial statements and then apply them consistently;

make judgments and accounting estimates that are reasonable and prudent;

state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;

prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group will continue in business.

The directors are 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 the Group and to enable them to ensure that the financial statements comply with the Companies Act 2006They are also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Results and dividends

The profit for the period, after taxation and minority interests, amounted to £68,762,000 (2022 - £17,035,000).

Future developments

Throughout 2024 the Group has continued to explore new opportunities that will deliver value over time and we expect these to launch, and to deliver significant profitability, within the next 12-18 months.
The Gravity project will continue to be a major driver of profitability as we complete and market the remainder of the development site. 

Page 2


 
SALAMANCA GROUP HOLDINGS (UK) LIMITED
 

 
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 30 SEPTEMBER 2023

Statement of corporate governance arrangements

The directors of Salamanca Group Holdings (UK) Limited consider that they have fulfilled their individual and collective duty under section 172(1) of the Companies Act 2006 to act in the way they consider, in good faith, would be most likely to promote the success of the Company and the Group for the benefit of shareholders as a whole.
This has been achieved through strong systemic controls; investment in our staff through training and the exploration of new and emerging opportunities that should be to the benefit of all shareholders.  The Board is committed to a strategy that will drive long term value for all equity holders in the business.

Disclosure of information to auditors

Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:
 
so far as the director is aware, there is no relevant audit information of which the Company and the Group's auditors are unaware, and

the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditors are aware of that information.

Post balance sheet events

In October 2023 part of the Gravity site was sold, realising a substantial gain. The profit distributions enabled the Group to repay a large portion of its debt.

Auditors

The auditorsWarrener Stewartwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board and signed on its behalf.
 





................................................
M J Bellamy
Director

Date: 15 May 2025

Page 3


 
SALAMANCA GROUP HOLDINGS (UK) LIMITED
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SALAMANCA GROUP HOLDINGS (UK) LIMITED

Opinion


We have audited the financial statements of Salamanca Group Holdings (UK) Limited (the 'parent Company') and its subsidiaries (the 'Group') for the period ended 30 September 2023, which comprise the Consolidated Statement of Comprehensive Income, the Consolidated Statement of Financial Position, the Company Statement of Financial Position, the Consolidated Statement of Cash Flows, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity and the related notes, including a summary of significant accounting policiesThe financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).


In our opinion the financial statements:


give a true and fair view of the state of the Group's and of the parent Company's affairs as at 30 September 2023 and of the Group's profit for the period 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 Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council'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 or the 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.


Page 4


 
SALAMANCA GROUP HOLDINGS (UK) LIMITED
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SALAMANCA GROUP HOLDINGS (UK) LIMITED (CONTINUED)

Other information


The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' Report thereon. The directors are responsible for the other information contained within the Annual ReportOur 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.


Opinion 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 Group Strategic Report and the Directors' Report for the financial period for which the financial statements are prepared is consistent with the financial statements; and
the Group Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.


Matters on which we are required to report by exception
 

In the light of the knowledge and understanding of the Group and the parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group 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:


adequate accounting records have not been kept by the parent Company, or returns adequate for our audit have not been received from branches not visited by us; or
the parent Company financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.


Responsibilities of directors
 

As explained more fully in the Directors' Responsibilities Statement set out on page 2, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.


In preparing the financial statements, the directors are responsible for assessing the Group's and the parent Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or the parent Company or to cease operations, or have no realistic alternative but to do so.


Page 5


 
SALAMANCA GROUP HOLDINGS (UK) LIMITED
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SALAMANCA GROUP HOLDINGS (UK) LIMITED (CONTINUED)

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 an Auditors' 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 Group 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:

Our assessment of the susceptibility of the entity's financial statements to material misstatement, including how fraud might occur, is considered to be low. We reached this conclusion after consideration of the following:

the fact that most activity occurs on a site with a clear segregation between senior management, finance management and operations staff resulting in a high level of review control;
a high level of review of key performance and similar indicators supported by the involvement of third party contractors;
a high level of informed management within senior and finance management;
the general absence of individuals with opportunity and authority to override controls undetected;
inquiring of management and, where appropriate, those charged with governance, as to whether the company is in compliance with laws and regulations, and discussing their policies and procedures regarding compliance with laws and regulations.

We designed our audit procedures to respond to identified risks, including non-compliance with laws and regulations (irregularities) that are material to the financial statements.  Some of the specific procedures performed to detect irregularities, including fraud, are detailed below:

review of control accounts and key ledgers for large, unusual or unauthorised entries;
analytical review of the detailed profit and loss account for variances that are either unexpected or felt not to be in accordance with our understanding of the business during the year;
making enquiries of the directors and management on whether they had knowledge of any actual, suspected or alleged fraud; and
a review of journals and adjustments for any indication of fraud or management override

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance.  The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.


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 Auditors' Report.


Page 6


 
SALAMANCA GROUP HOLDINGS (UK) LIMITED
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SALAMANCA GROUP HOLDINGS (UK) LIMITED (CONTINUED)

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 2006Our 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 Auditors' 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.





Colin Edney (Senior Statutory Auditor)
  
for and on behalf of
Warrener Stewart
 
Chartered Accountants & Statutory Auditors
  
Harwood House
43 Harwood Road
London
SW6 4QP

 
Date: 
15 May 2025
Page 7


 
SALAMANCA GROUP HOLDINGS (UK) LIMITED
 

 
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 30 SEPTEMBER 2023

9 months ended
30 September
As restated
31 December
2023
2022
Note
£000
£000

  

Turnover
 4 
173,554
672

Cost of sales
  
(73,990)
-

Gross profit
  
99,564
672

Administrative expenses
  
(6,308)
(4,082)

Other operating income
 5 
-
7

Operating profit/(loss)
 6 
93,256
(3,403)

Interest receivable and similar income
 9 
13
198

Interest payable and similar expenses
 10 
(4,037)
(3,611)

Profit/(loss) before taxation
  
89,232
(6,816)

Tax on profit/(loss)
 11 
(5,297)
(579)

Profit/(loss) for the financial period
  
83,935
(7,395)

  

Unrealised surplus on revaluation of fixed asset investments
  
5,350
-

Other comprehensive income for the period
  
5,350
-

Total comprehensive income for the period
  
89,285
(7,395)

Profit/(loss) for the period attributable to:
  

Non-controlling interests
  
15,173
9,640

Owners of the parent Company
  
68,762
(17,035)

  
83,935
(7,395)

The notes on pages 16 to 44 form part of these financial statements.

Page 8


 
SALAMANCA GROUP HOLDINGS (UK) LIMITED
REGISTERED NUMBER:08679805


CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 30 SEPTEMBER 2023

30 September
As restated
31 December
2023
2022
Note
£000
£000

Fixed assets
  

Tangible assets
 12 
50
74

Investments
 13 
10,056
4,825

  
10,106
4,899

Current assets
  

Work in progress
  
14,171
74,696

Debtors: amounts falling due after more than one year
 15 
126
274

Debtors: amounts falling due within one year
 15 
160,156
6,917

Cash at bank and in hand
 16 
1,578
555

  
176,031
82,442

Creditors: amounts falling due within one year
 17 
(98,559)
(51,944)

Net current assets
  
 
 
77,472
 
 
30,498

Total assets less current liabilities
  
87,578
35,397

Creditors: amounts falling due after more than one year
  
(15,839)
(50,997)

Provisions for liabilities
  

Deferred taxation
  
(1,935)
(3,881)

Net assets/(liabilities)
  
69,804
(19,481)

Page 9


 
SALAMANCA GROUP HOLDINGS (UK) LIMITED
REGISTERED NUMBER:08679805

    
CONSOLIDATED STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT 30 SEPTEMBER 2023

30 September
As restated
31 December
2023
2022
Note
£000
£000

Capital and reserves
  

Called up share capital 
 22 
137
137

Share premium account
 23 
996
996

Capital redemption reserve
 23 
22
22

Foreign exchange reserve
 23 
1,350
1,350

Profit and loss account
 23 
6,788
(67,324)

Equity attributable to owners of the parent Company
  
9,293
(64,819)

Non-controlling interests
  
60,511
45,338

  
69,804
(19,481)


The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 




................................................
M J Bellamy
Director

Date: 15 May 2025

The notes on pages 16 to 44 form part of these financial statements.

Page 10


 
SALAMANCA GROUP HOLDINGS (UK) LIMITED
REGISTERED NUMBER:08679805


COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 30 SEPTEMBER 2023

30 September
As restated
31 December
2023
2022
Note
£000
£000

Fixed assets
  

Tangible assets
 12 
26
39

Investments
 13 
1
1,077

  
27
1,116

Current assets
  

Debtors: amounts falling due within one year
 15 
12,096
17,384

  
12,096
17,384

Creditors: amounts falling due within one year
 17 
(22,987)
(32,065)

Net current liabilities
  
 
 
(10,891)
 
 
(14,681)

  

Creditors: amounts falling due after more than one year
  
(15,839)
-

  

Net liabilities
  
(26,703)
(13,565)


Capital and reserves
  

Called up share capital 
 22 
137
137

Share premium account
 23 
996
996

Capital redemption reserve
 23 
22
22

Profit and loss account carried forward
  
(27,858)
(14,720)

  
(26,703)
(13,565)


The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 




................................................
M J Bellamy
Director

Date: 15 May 2025

The notes on pages 16 to 44 form part of these financial statements.

Page 11


 
SALAMANCA GROUP HOLDINGS (UK) LIMITED
 


CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 30 SEPTEMBER 2023


Share capital
Share premium account
Capital redemption reserve
Foreign exchange reserve
Retained earnings
Equity attributable to owners of the Group
Non-controlling interests
Total equity

£000
£000
£000
£000
£000
£000
£000
£000


At 1 January
 2022 (as
 previously
 stated)
137
996
22
1,350
549
3,054
35,698
38,752

Prior year adjustment - change in accounting policy
-
-
-
-
(50,838)
(50,838)
-
(50,838)


At 1 January 2022 (as restated)
137
996
22
1,350
(50,289)
(47,784)
35,698
(12,086)


Comprehensive income for the year

Loss for the year
-
-
-
-
(17,035)
(17,035)
9,640
(7,395)



At 1 January 2023 (as previously stated)
137
996
22
1,350
(48,387)
(45,882)
45,338
(544)

Prior year adjustment - change in accounting policy
-
-
-
-
(18,937)
(18,937)
-
(18,937)


At 1 January 2023 (as restated)
137
996
22
1,350
(67,324)
(64,819)
45,338
(19,481)


Comprehensive income for the period

Profit for the period
-
-
-
-
68,762
68,762
15,173
83,935

Fair value adjustments
-
-
-
-
5,350
5,350
-
5,350


At 30 September 2023
137
996
22
1,350
6,788
9,293
60,511
69,804


The notes on pages 16 to 44 form part of these financial statements.

Page 12


 
SALAMANCA GROUP HOLDINGS (UK) LIMITED
 


COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 30 SEPTEMBER 2023


Called up share capital
Share premium account
Capital redemption reserve
Profit and loss account
Total equity

£000
£000
£000
£000
£000


At 1 January 2022 (as previously stated)
137
996
22
(9,831)
(8,676)

Prior year adjustment
-
-
-
2,522
2,522


At 1 January 2022 (as restated)
137
996
22
(7,309)
(6,154)


Comprehensive income for the year

Loss for the year
-
-
-
(7,411)
(7,411)



At 1 January 2023
137
996
22
(14,720)
(13,565)


Comprehensive income for the year

Loss for the period
-
-
-
(13,138)
(13,138)


At 30 September 2023
137
996
22
(27,858)
(26,703)


The notes on pages 16 to 44 form part of these financial statements.

Page 13


 
SALAMANCA GROUP HOLDINGS (UK) LIMITED
 


CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE PERIOD ENDED 30 SEPTEMBER 2023

9 months ended
30 September
As restated
31 December
2023
2022
£000
£000

Cash flows from operating activities

Profit/(loss) for the financial period
83,935
(7,395)

Adjustments for:

Depreciation of tangible assets
29
44

Interest paid
4,037
3,611

Interest received
(13)
(198)

Taxation charge
5,297
579

Decrease/(increase) in stocks
60,527
(10,486)

(Increase)/decrease in debtors
(153,090)
1,702

Increase/(decrease) in creditors
5,033
(2,115)

Net fair value losses/(gains) recognised in P&L
5,350
(17,893)

Corporation tax received
-
15,389

Net cash generated from operating activities

11,105
(16,762)


Cash flows from investing activities

Purchase of tangible fixed assets
(2)
(53)

Purchase of fixed asset investments
-
(1)

Interest received
13
198

Net cash from investing activities

11
144
Page 14


 
SALAMANCA GROUP HOLDINGS (UK) LIMITED
 


CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)
FOR THE PERIOD ENDED 30 SEPTEMBER 2023

9 months ended
30 September
As restated
31 December

2023
2022

£000
£000



Cash flows from financing activities

Repayment of loans
(9,678)
(576)

Other new loans
3,555
22,246

Shares treated as debt - issued
-
(1,500)

Interest paid
(4,037)
(3,611)

Net cash used in financing activities
(10,160)
16,559

Net increase/(decrease) in cash and cash equivalents
956
(59)

Cash and cash equivalents at beginning of period
(1,425)
(1,366)

Cash and cash equivalents at the end of period
(469)
(1,425)


Cash and cash equivalents at the end of period comprise:

Cash at bank and in hand
1,578
555

Bank overdrafts
(2,047)
(1,980)

(469)
(1,425)



CONSOLIDATED ANALYSIS OF NET DEBT
FOR THE PERIOD ENDED 30 SEPTEMBER 2023




At 1 January 2023
Cash flows
At 30 September 2023
£000

£000

£000

Cash at bank and in hand

555

1,023

1,578

Bank overdrafts

(1,980)

(68)

(2,048)

Debt due after 1 year

(50,997)

35,158

(15,839)

Debt due within 1 year

(25,584)

(29,036)

(54,620)


(78,006)
7,077
(70,929)

The notes on pages 16 to 44 form part of these financial statements.

Page 15


 
SALAMANCA GROUP HOLDINGS (UK) LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 SEPTEMBER 2023

1.


General information

Salamanca Group Holdings (UK) Limited ("the Company") is the Group's ultimate parent undertaking and is a limited liability company incorporated and domiciled in England and Wales. The principal activities are disclosed in the strategic report.
The address of its registered office is:
3 Burlington Gardens
London
W1S 3EP
United Kingdom
The Company was incorporated on 6 September 2013 and has taken the exemption allowed by section 408 of the Companies Act 2006 not to present its income statement and associated notes. The Company Statement of Financial Position and all associated notes have been included.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgment in applying the Group's accounting policies (see note 3).

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements.

The following principal accounting policies have been applied:

 
2.2

Basis of consolidation

The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Statement of Financial Position, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Statement of Comprehensive Income from the date on which control is obtained. They are deconsolidated from the date control ceases.
In accordance with the transitional exemption available in FRS 102, the Group has chosen not to retrospectively apply the standard to business combinations that occurred before the date of transition to FRS 102, being 01 October 2018.

Page 16


 
SALAMANCA GROUP HOLDINGS (UK) LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 SEPTEMBER 2023

2.Accounting policies (continued)

 
2.3

Going concern

The financial statements have been prepared on a going concern basis.
The directors have considered the company’s financial position and its forecasts, and are satisfied that the company will have adequate resources to continue in operational existence for the foreseeable future. 
As at the date of approval of these financial statements, the company has concluded a refinance which will provide the necessary liquidity to support the company’s operations and meet its obligations as they fall due. Accordingly, the directors consider it appropriate to prepare the financial statements on a going concern basis.

 
2.4

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Consolidated Statement of Comprehensive Income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

On consolidation, the results of overseas operations are translated into Sterling at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income.

Page 17


 
SALAMANCA GROUP HOLDINGS (UK) LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 SEPTEMBER 2023

2.Accounting policies (continued)

 
2.5

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

The Group assesses its role as an agent or principal for each type of transaction and in an agency arrangement the amounts collected on behalf of the principal are excluded from revenue. The Group recognises revenue when the amount of revenue and related cost can be reliably measured, it is probable that the collectability of the related receivables is reasonably assured, and when the specific criteria for each of the Group’s activities are met as follows:
Sale of land
Proceeds from the sale development land are recognised once contracts have been exchanged for the sale of the site or the relevant portion of the site.  The attributable cost of the part of the site sold is derived by reference to the stage of completion of the part of the site that is subject to sale.
 
Merchant Banking: Corporate Advisory and Real Estate Advisory

Revenue from corporate advisory and real estate services is recognised when the services are rendered. Where services are provided in stages, revenue is recognised using the percentage-of-completion method based on the actual service provided as a proportion of the total services to be performed.
 
Merchant Banking: Investment and Real Estate Investment

The Group is entitled to receive a placement fee for advising clients who make direct investments as well as a carried interest profit share if the investment generates a return to the investors of the deal. Revenue from placements fees are pre-determined as a percentage of the investment made and are recognised when performed, subject to consideration of recoverability, and revenue from carried interest profit shares is only recognised when it is able to be reliably measured and the Directors are confident of its collection.
 
Private Client Services

Revenue from private office services is recognised when the services are rendered. Where services are provided in stages, revenue is recognised using the percentage-of-completion method based on the actual service provided as a proportion of the total services to be performed. Revenue from foreign exchange commissions are recognised when the underlying transaction occurs.

 
2.6

Operating leases: the Group as lessor

Rental income from operating leases is credited to profit or loss on a straight-line basis over the lease term.

Amounts paid and payable as an incentive to sign an operating lease are recognised as a reduction to income over the lease term on a straight-line basis, unless another systematic basis is representative of the time pattern over which the lessor's benefit from the leased asset is diminished.

Page 18


 
SALAMANCA GROUP HOLDINGS (UK) LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 SEPTEMBER 2023

2.Accounting policies (continued)

 
2.7

Operating leases: the Group as lessee

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

 
2.8

Interest income

Interest income is recognised in profit or loss using the effective interest method.

 
2.9

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

  
2.10

Borrowing costs

All borrowing costs are recognised in profit or loss over the life of the loans.

 
2.11

Pensions

Defined contribution pension plan

The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of Financial Position. The assets of the plan are held separately from the Group in independently administered funds.

Page 19


 
SALAMANCA GROUP HOLDINGS (UK) LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 SEPTEMBER 2023

2.Accounting policies (continued)

 
2.12

Current and deferred taxation

The tax expense for the period comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company and the Group operate and generate income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that:
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits;
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and
Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.


 
2.13

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Page 20


 
SALAMANCA GROUP HOLDINGS (UK) LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 SEPTEMBER 2023

2.Accounting policies (continued)


2.13
Tangible fixed assets (continued)

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Long-term leasehold property
-
Over the lease term
Plant and machinery
-
4 years
Motor vehicles
-
4 years
Office equipment
-
3 - 10 years
Computer equipment
-
4 years

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

 
2.14

Revaluation of tangible fixed assets

Individual freehold and leasehold properties are carried at current year value at fair value at the date of the revaluation less any subsequent accumulated depreciation and subsequent accumulated impairment losses. Revaluations are undertaken with sufficient regularity to ensure the carrying amount does not differ materially from that which would be determined using fair value at the reporting date.
Fair values are determined from market based evidence normally undertaken by professionally qualified valuers.

Revaluation gains and losses are recognised in other comprehensive income unless losses exceed the previously recognised gains or reflect a clear consumption of economic benefits, in which case the excess losses are recognised in profit or loss.

 
2.15

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

Investments in unlisted Group shares, whose market value can be reliably determined, are remeasured to market value at each Statement of Financial Position. Gains and losses on remeasurement are recognised in the Consolidated Statement of Comprehensive Income for the period. Where market value cannot be reliably determined, such investments are stated at historic cost less impairment.

Investments in listed company shares are remeasured to market value at each Statement of Financial Position. Gains and losses on remeasurement are recognised in profit or loss for the period.

Page 21


 
SALAMANCA GROUP HOLDINGS (UK) LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 SEPTEMBER 2023

2.Accounting policies (continued)

 
2.16

Stocks

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis. Work in progress and finished goods include labour and attributable overheads.

At each reporting date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.

 
2.17

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

 
2.18

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

In the Consolidated Statement of Cash Flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.

 
2.19

Creditors

Short-term 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.

 
2.20

Provisions for liabilities

Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
 
Increases in provisions are generally charged as an expense to profit or loss.

Page 22


 
SALAMANCA GROUP HOLDINGS (UK) LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 SEPTEMBER 2023

2.Accounting policies (continued)

 
2.21

Financial instruments

The Group has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.

Basic financial assets

Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, 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.

Discounting is omitted where the effect of discounting is immaterial. The Group's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.

Other financial assets

Other financial assets, which includes investments in equity instruments which are not classified as subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the recognised transaction price. Such assets are subsequently measured at fair value with the changes in fair value being recognised in the profit or loss. Where other financial assets are not publicly traded, hence their fair value cannot be measured reliably, they are measured at cost less impairment.

Impairment of financial assets

At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. 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. 

Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.

If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.

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 the deduction of all its liabilities.

Basic financial liabilities, which include trade and other creditors, bank loans, other loans and loans due to fellow group companies are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently
Page 23


 
SALAMANCA GROUP HOLDINGS (UK) LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 SEPTEMBER 2023

2.Accounting policies (continued)


2.21
Financial instruments (continued)

measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial.

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

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

Other financial instruments

Derivatives, including forward exchange contracts, futures contracts and interest rate swaps, are not classified as basic financial instruments. These are initially recognised at fair value on the date the derivative contract is entered into, with costs being charged to the profit or loss. They are subsequently measured at fair value with changes in the profit or loss.

Debt instruments that do not meet the conditions as set out in FRS 102 paragraph 11.9 are subsequently measured at fair value through the profit or loss. This recognition and measurement would also apply to financial instruments where the performance is evaluated on a fair value basis as with a documented risk management or investment strategy.

Derecognition of financial assets

Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Group transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Group will continue to recognise the value of the portion of the risks and rewards retained.

Derecognition of financial liabilities

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

Page 24


 
SALAMANCA GROUP HOLDINGS (UK) LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 SEPTEMBER 2023

2.Accounting policies (continued)

 
2.22

Convertible debt

The proceeds received on issue of the Group's convertible debt are allocated into their liability and equity components and presented separately in the Statement of Financial Position.

The amount initially attributed to the debt component equals the discounted cash flows using a market rate of interest that would be payable on a similar debt instrument that did not include an option to convert.

The difference between the net proceeds of the convertible debt and the amount allocated to the debt component is credited direct to equity and is not subsequently remeasured. On conversion, the debt and equity elements are credited to share capital and share premium as appropriate.

Transaction costs that relate to the issue of the instrument are allocated to the liability and equity components of the instrument in proportion to the allocation of proceeds.


3.


Judgments in applying accounting policies and key sources of estimation uncertainty

Estimates, assumptions and judgments are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
 
Estimated impairment of non-financial assets

Goodwill is tested for impairment annually and whenever there is indication that the goodwill may be impaired. Intangible assets, property, plant and equipment and investments in subsidiaries, associates and joint ventures are tested for impairment whenever there is any objective evidence or indication that these assets may be impaired. The recoverable amounts of these assets and, where applicable, cash generating units (CGU) have been determined based on value-in-use calculations.
 
Control assessment

The Group has a number of entities within its corporate structure and consideration has been made of which should be consolidated in accordance with FRS 102. 

Page 25


 
SALAMANCA GROUP HOLDINGS (UK) LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 SEPTEMBER 2023

4.


Turnover

An analysis of turnover by class of business is as follows:


9 months ended
30 September
31 December
2023
2022
£000
£000

Sale of land
173,171
-

Development Management Fees
311
606

Property Investment
72
66

173,554
672


Analysis of turnover by country of destination:

9 months ended
30 September
31 December
2023
2022
£000
£000

United Kingdom
173,554
672



5.


Other operating income

9 months ended
30 September
31 December
2023
2022
£000
£000

Other operating income
-
7


Page 26


 
SALAMANCA GROUP HOLDINGS (UK) LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 SEPTEMBER 2023

6.


Operating profit/(loss)

The operating profit/(loss) is stated after charging:

9 months ended
30 September
As restated
31 December
2023
2022
£000
£000

Depreciation expense
28
44

Auditor remuneration
60
50

Operating lease expense - property
-
322


7.


Auditors' remuneration

During the period, the Group obtained the following services from the Company's auditors and their associates:


9 months ended
30 September
31 December
2023
2022
£000
£000

Fees payable to the Company's auditors and their associates for the audit of the consolidated and parent Company's financial statements
20
15

Fees payable to the Company's auditors and their associates in respect of:

The auditing of accounts of associates of the Company
40
35

Fees payable to the Company's auditors and their associates in connection with the Group's pension scheme(s) in respect of:

All taxation advisory services not included above
15
15

Page 27


 
SALAMANCA GROUP HOLDINGS (UK) LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 SEPTEMBER 2023

8.


Employees

Staff costs were as follows:


Group
30 September
Group
31 December
2023
2022
£000
£000


Wages and salaries
234
242

Social security costs
38
54

Cost of defined contribution scheme
21
9

293
305


The average monthly number of employees, including the directors, during the period was as follows:


   9 months ended
     30 September
      31 December
        2023
        2022
            No.
            No.







Employees
12
12


9.


Interest receivable

9 months ended
30 September
As restated
31 December
2023
2022
£000
£000


Other interest receivable
13
198

Page 28


 
SALAMANCA GROUP HOLDINGS (UK) LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 SEPTEMBER 2023

10.


Interest payable and similar expenses

9 months ended
30 September
As restated
31 December
2023
2022
£000
£000


Other loan interest payable
4,037
3,611


11.


Taxation


9 months ended
30 September
As restated
31 December
2023
2022
£000
£000

Corporation tax


Current tax on profits for the year
7,344
2,443

Adjustments in respect of previous periods
(69)
-


Total current tax
7,275
2,443

Deferred tax


Origination and reversal of timing differences
(1,978)
(1,864)


Tax on profit/(loss)
5,297
579
Page 29


 
SALAMANCA GROUP HOLDINGS (UK) LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 SEPTEMBER 2023
 
11.Taxation (continued)


Factors affecting tax charge for the period/year

The tax assessed for the period/year is lower than (2022 - higher than) the standard rate of corporation tax in the UK of 23% (2022 - 19%). The differences are explained below:

9 months ended
30 September
As restated
31 December
2023
2022
£000
£000


Profit/(loss) on ordinary activities before tax
89,232
(6,816)


Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 23% (2022 - 19%)
20,523
2,338

Effects of:


Expenses not deductible for tax purposes
215
(1,936)

Utilisation of tax losses
(4,002)
-

Effect on tax charge of reclassification of investment property to work in progress
(9,928)
-

Non-taxable income
(1,231)
(4,168)

Deferred taxation
(2,651)
2,433

Unrelieved tax losses carried forward
2,067
1,912

Other differences leading to an increase (decrease) in the tax charge
304
-

Total tax charge for the period/year
5,297
579


Factors that may affect future tax charges

There were no factors that may affect future tax charges other than the availability of carried forward tax losses.

Page 30


 
SALAMANCA GROUP HOLDINGS (UK) LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 SEPTEMBER 2023

12.


Tangible fixed assets

Group








Long-term leasehold property
Plant and machinery
Motor vehicles
Office equipment
Computer equipment
Total

£000
£000
£000
£000
£000
£000



Cost or valuation


At 1 January 2023
70
43
24
262
52
451


Additions
-
-
-
2
-
2


Disposals
-
-
-
(91)
-
(91)



At 30 September 2023

70
43
24
173
52
362



Depreciation


At 1 January 2023
66
20
19
257
13
375


Charge for the period on owned assets
4
6
4
1
13
28


Disposals
-
-
-
(91)
-
(91)



At 30 September 2023

70
26
23
167
26
312



Net book value



At 30 September 2023
-
17
1
6
26
50



At 31 December 2022
4
23
5
6
39
77

Page 31


 
SALAMANCA GROUP HOLDINGS (UK) LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 SEPTEMBER 2023

           12.Tangible fixed assets (continued)


Company









Computer equipment

£000

Cost or valuation


At 1 January 2023
52



At 30 September 2023

52



Depreciation


At 1 January 2023
13


Charge for the period on owned assets
13



At 30 September 2023

26



Net book value



At 30 September 2023
26



At 31 December 2022
39






Page 32


 
SALAMANCA GROUP HOLDINGS (UK) LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 SEPTEMBER 2023

13.


Fixed asset investments

Group








Investments in subsidiary companies
Available for sale investments
Total

£000
£000
£000



Cost or valuation


At 1 January 2023
3,378
4,697
8,075


Revaluations
2,370
5,350
7,720



At 30 September 2023

5,748
10,047
15,795



Impairment


At 1 January 2023
3,250
-
3,250


Charge for the period
2,489
-
2,489



At 30 September 2023

5,739
-
5,739



Net book value



At 30 September 2023
9
10,047
10,056



At 31 December 2022
128
4,697
4,825

Page 33


 
SALAMANCA GROUP HOLDINGS (UK) LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 SEPTEMBER 2023
Company








Investments in subsidiary companies

£000



Cost or valuation


At 1 January 2023
1,077



At 30 September 2023
1,077



Impairment


Charge for the period
1,076



At 30 September 2023

1,076



Net book value



At 30 September 2023
1



At 31 December 2022
1,077

Page 34


 
SALAMANCA GROUP HOLDINGS (UK) LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 SEPTEMBER 2023

Subsidiary undertakings


The following were subsidiary undertakings of the Company:

Name

Registered office

Class of shares

Holding

This is Gravity Group Holdings Limited
England
Ordinary
85%
This is Gravity Holdings Limited *
England
Ordinary
40%
This is Gravity Limited
England
Ordinary
34%
Salamanca Group Service Company Limited
England
Ordinary
100%
Salamanca Group Trust Company Limited
England
Ordinary
100%
Salamanca Group Investment Management Limited
England
Ordinary
100%
Salamanca Group Advisors Limited
England
Ordinary
100%
OneOcean Ventures Limited
England
Ordinary
100%
Salamanca Group HTIB Holdings Limited
England
Ordinary
100%
Salamanca Group Cyprus Limited
Cyprus
Ordinary
100%
Salamanca 11 Limited
Cyprus
Ordinary
75%
Salamanca Group Corporate Advisory Limited
England
Ordinary
100%
Salamanca Capital Limited
England
Ordinary
100%
RG Salamanca Limited
Brazil
Ordinary
75%
Salamanca Advisors Limited
Cyprus
Ordinary
100%
Salamanca Group Trade and Investment Holdings Limited
England
Ordinary
100%
Salamanca Technical Services Spain SL

Spain
Ordinary
100%

* indicates indirect shareholding.
This is Gravity is consolidated because the directors are of the opinion that the board composition and shareholder arrangements enable sufficient control to be exercised that the Companies Act definition of a subsidiary undertaking is met.

Page 35


 
SALAMANCA GROUP HOLDINGS (UK) LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 SEPTEMBER 2023
Subsidiary undertakings (continued)

The aggregate of the share capital and reserves as at 30 September 2023 and the profit or loss for the period ended on that date for the subsidiary undertakings were as follows:

Name
Aggregate of share capital and reserves
Profit/(Loss)
£000
£000

This is Gravity Group Holdings Limited
2
-

This is Gravity Holdings Limited *
-
-

This is Gravity Limited
93,066
92,765

Salamanca Group Service Company Limited
(6,186)
24,814

Salamanca Group Trust Company Limited
-
-

Salamanca Group Investment Management Limited
-
-

Salamanca Group Advisors Limited
126
(136)

OneOcean Ventures Limited
-
-

Salamanca Group HTIB Holdings Limited
5
5

Salamanca Group Cyprus Limited
70
131

Salamanca 11 Limited
-
(14)

Salamanca Group Corporate Advisory Limited
8
(826)

Salamanca Capital Limited
33
(213)

RG Salamanca Limited
9,374
4,673

Salamanca Advisory Limited
-
(241)

Salamanca Group Trade and Investment Holdings Limited
-
(1,687)

Salamanca Technical Services Spain SL

(6)
(2)


14.


Stocks

Group
30 September
Group
31 December
2023
2022
£000
£000

Work in progress (goods to be sold)
14,171
74,696


The difference between purchase price or production cost of stocks and their replacement cost is not material.

Page 36


 
SALAMANCA GROUP HOLDINGS (UK) LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 SEPTEMBER 2023

15.


Debtors

Group
30 September
Group
31 December
Company
30 September
Company
31 December
2023
2022
2023
2022
£000
£000
£000
£000

Due after more than one year

Prepayments and accrued income
126
274
-
-


Group

30 September
Group
As restated
31 December
Company

30 September
Company
As restated
31 December
2023
2022
2023
2022
£000
£000
£000
£000

Due within one year

Trade debtors
161
134
154
42

Amounts owed by group undertakings
-
-
7,374
11,616

Other debtors
159,788
4,779
4,457
4,437

Prepayments and accrued income
207
2,004
111
1,289

160,156
6,917
12,096
17,384



16.


Cash and cash equivalents

Group
30 September
Group
31 December
Company
30 September
Company
31 December
2023
2022
2023
2022
£000
£000
£000
£000

Cash at bank and in hand
1,578
555
-
-

Less: bank overdrafts
(2,048)
(1,980)
(2,047)
(1,980)

(470)
(1,425)
(2,047)
(1,980)


Page 37


 
SALAMANCA GROUP HOLDINGS (UK) LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 SEPTEMBER 2023

17.


Creditors: Amounts falling due within one year

Group

30 September
Group
As restated
31 December
Company

30 September
Company
As restated
31 December
2023
2022
2023
2022
£000
£000
£000
£000

Bank overdrafts
2,048
1,980
2,047
1,980

Bank loans
15,400
25,078
15,400
25,078

Other loans
39,220
506
721
506

Trade creditors
1,263
631
165
251

Amounts owed to group undertakings
-
-
230
258

Corporation tax
25,403
17,832
-
-

Other taxation and social security
18
-
18
-

Other creditors
11,092
2,150
464
426

Accruals and deferred income
4,115
3,767
3,942
3,566

98,559
51,944
22,987
32,065



18.


Creditors: Amounts falling due after more than one year

Group
30 September
Group
31 December
Company
30 September
Company
31 December
2023
2022
2023
2022
£000
£000
£000
£000

Other loans
15,839
50,997
15,839
-




Page 38


 
SALAMANCA GROUP HOLDINGS (UK) LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 SEPTEMBER 2023

19.


Loans


Analysis of the maturity of loans is given below:


Group
30 September
Group
31 December
Company
30 September
Company
31 December
2023
2022
2023
2022
£000
£000
£000
£000

Amounts falling due within one year

Bank loans
15,400
25,078
15,400
25,078

Other loans
39,220
506
721
506


54,620
25,584
16,121
25,584

Amounts falling due 1-2 years

Other loans
15,839
50,997
15,839
-



70,459
76,581
31,960
25,584


The Group has provided security for its borrowings by way of a legal charge over its development site.
£50,997,000 included in other loans reflects a loan to a subsidiary undertaking.
Part of the facility due after one year is due to expire but it has not been reclassified as the directors consider it will be replaced with a similar loan arrangement.

Page 39


 
SALAMANCA GROUP HOLDINGS (UK) LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 SEPTEMBER 2023

20.


Financial instruments

Group

30 September
Group
As restated
31 December
Company

30 September
Company
As restated
31 December
2023
2022
2023
2022
£000
£000
£000
£000

Financial assets

Financial assets measured at fair value through profit or loss
1,578
555
-
-

Financial assets that are debt instruments measured at amortised cost
159,949
6,413
11,985
16,095

161,527
6,968
11,985
16,095


Financial liabilities

Other financial liabilities measured at fair value
72,507
78,561
34,007
27,564

Financial liabilities measured at amortised cost
37,776
20,613
877
935

110,283
99,174
34,884
28,499


Financial assets measured at fair value through profit or loss comprise cash and cash equivalents.


Financial assets that are debt instruments measured at amortised cost comprise trade debtors and sundry amounts receivable.


Other financial liabilities measured at fair value through profit and loss comprise bank overdrafts and borrowings.
Financial liabilities measured at amortised cost comprise trade creditors, other taxes and sundry amounts payable.

Page 40


 
SALAMANCA GROUP HOLDINGS (UK) LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 SEPTEMBER 2023

21.


Deferred taxation


Group



2023
2022


£000

£000






At beginning of year
3,882
5,746


Charged to profit or loss
(1,947)
(1,864)



At end of year
1,935
3,882

Company


2023
2022





At beginning of year
-
-


Charged to profit or loss
-
-



At end of year
-
-
The provision for deferred taxation is made up as follows:

Group
30 September
Group
31 December
2023
2022
£000
£000

Deferred tax on revaluation surplus
1,934
6,737

Tax losses carried forward
-
(2,855)

1,934
3,882


22.


Share capital

30 September
31 December
2023
2022
£000
£000
Allotted, called up and fully paid



13,724,090 (2022 - 13,724,090) Ordinary shares of £0.01 each
137
137


Page 41


 
SALAMANCA GROUP HOLDINGS (UK) LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 SEPTEMBER 2023

23.


Reserves

Share premium account

The excess consideration paid over the nominal value for shares issued by the Company.

Capital redemption reserve

The nominal value of shares repurchased by the Company during the management buy-out of a subsidiary undertaking in 2016, using distributable reserves.

Foreign exchange reserve

Translation differences arising due to the revaluation of subsidiaries with functional currencies different from that of the Company.

Profit and loss account

Retained earnings represent profit or losses of the current and prior years less dividends paid to the Company's shareholders. Dividend distribution to the Company's shareholders is recognised as a liability in the Company's financial statements in the period in which the dividends are approved by the Company's shareholders.
Retained earnings include net unrealised gains of £3,759,000 arising on historic revaluations of the company's development site. In accordance with the Companies Act 2006, this amount does not form part of the group''s distributable reserves.

Page 42


 
SALAMANCA GROUP HOLDINGS (UK) LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 SEPTEMBER 2023

24.


Prior year adjustment

Following the disposal of part of the site under development, it was determined that the site should more properly be classified as work in progress rather than an investment property. This reflects a change in strategy from develop and hold, to develop and sell. After conducting a detailed review, management concluded that the change in strategy could be considered to be effective from 2021. Therefore the change of accounting policy is effective from that date.
The effect of the change in policy has been to de-recognise site revaluations from 2021 onwards. This has also resulted inf reversing much of the previous deferred tax provision, while crystallising a tax provision on the transfer of previously valued amounts to work in progress.
The effects of the prior year adjustment are:

31 December
31 December
2022
2021
000
£000

Group


Shareholders' funds as originally reported
48,626
38,752

Reduction in land valuation on transfer to work in progress to 31.12.21
(43,552)
(43,552)

Reduction in land valuation on transfer to work in progress to 31.12.22
(18,937)
-

Tax charge on reclassification of asset in 2021
(15,226)
(15,226)

Tax charge on reclassification of asset in 2022
(2,629)
-

Reduction in deferred tax charge to 31.12.21
7,940
7,940

Reduction in deferred tax charge to 31.12.22
4,298
-

(19,480)
(12,086)

Company
A further prior year adjustment affects the company balance sheet alone.  This arises on a dividend from a group company that should have been declared in 2020. The decision was made but not fully actioned at the time. All the shareholders in that company have agreed that the dividend should be brought into account and this has been treated as a prior year adjustment.  The effect is to increase shareholder funds in Salamanca Group Holdings UK) Limited by £2,552,000 at each reporting date.


25.


Pension commitments

The Group operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the Group in an independently administered fund. The pension cost charge represents contributions payable by the Group to the fund and amounted to £21,000 (2022: £9,000).

Page 43


 
SALAMANCA GROUP HOLDINGS (UK) LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 SEPTEMBER 2023

26.


Related party transactions

Balances with related parties were as follows:

30 September
31 December
2023
2022
£000
£000

Debtor balances


Salamanca Group LLP
5,026
5,044

The Clean Growth Leadership Network Limited
105
76

Bledisloe Estate Holdings Limited
163
112

M J Bellamy
200
256

S R Kedar
181
170

30 September
31 December
2023
2022
£000
£000



Salamanca Capital Partners LLP
68
57

The above are linked through directorships and/or common shareholdings.


27.


Controlling party

There is no ultimate controlling party of the Group.

 
Page 44