Company Registration No. SC215790 (Scotland)
Highland Fuels Holdings limited
Annual report and financial statements
for the year ended 31 December 2024
Highland Fuels Holdings limited
Company information
Directors
G G M Shand
N F A Clinton
S G Rhodes
Secretary
Burness Paull LLP
Company number
SC215790
Registered office
2 Marischal Square
Broad Street
Aberdeen
Scotland
AB10 1DQ
Independent auditor
Saffery LLP
Torridon House
Beechwood Park
Inverness
IV2 3BW
Bankers
The Royal Bank of Scotland plc
29 Harbour Road
Inverness
IV1 1NU
Solicitors
Burness Paull LLP
50 Lothian Road
Festival Square
Edinburgh
EH3 9WJ
Highland Fuels Holdings limited
Contents
Page
Strategic report
1
Directors' report
2
Directors' responsibilities statement
3
Independent auditor's report
4 - 6
Statement of comprehensive income
7
Balance sheet
8
Statement of changes in equity
9
Notes to the financial statements
10 - 14
Highland Fuels Holdings limited
Strategic report
For the year ended 31 December 2024
1
The directors present the Strategic Report for the year ended 31 December 2024.
Review of the business
The Company is an intermediary holding company for the subsidiaries listed on page 13.
Principal risks and uncertainties
As a holding company, the Company's principal risk is the impairment of its investments.
Whilst the directors acknowledge that there are a number of fundamental uncertainties in the wider economy, the results of the Company’s subsidiaries have not been materially adversely affected. The directors have no reason to believe that the business will materially deteriorate going forward and, as such, there to be no impairment with respect to the Company’s investments.
G G M Shand
Director
5 June 2025
Highland Fuels Holdings limited
Directors' report
For the year ended 31 December 2024
2
The directors present their annual report and financial statements for the year ended 31 December 2024.
Principal activities
The principal activity of the company continued to be that of an intermediary holding company.
Results and dividends
The results for the year are set out on page 7.
Ordinary dividends were paid amounting to £2,000,000. The directors do not recommend payment of a further dividend.
Directors
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
G G M Shand
N F A Clinton
S G Rhodes
Future developments
The Company will continue as an intermediary holding company.
Statement of disclosure to auditor
So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.
Going concern
The financial statements have been prepared under the going concern basis. The Group closely monitors and manages its funding position and liquidity risk throughout the year to ensure that it has access to sufficient funds to meet forecast cash requirements.
As discussed in note 1.2 the parent company has undertaken to provide financial support to the company in order to assist the company in meeting liabilities incurred in the normal course of its business as and when they fall due, for the going concern period to 30 June 2026.
On behalf of the board
G G M Shand
Director
5 June 2025
Highland Fuels Holdings limited
Directors' responsibilities statement
For the year ended 31 December 2024
3
The directors are responsible for preparing the Strategic Report, Director's Report and the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:
select suitable accounting policies and then apply them consistently;
make judgements 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 company 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 enable them to ensure that the financial statements comply with the Companies Act 2006. They are 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.
Highland Fuels Holdings limited
Independent auditor's report
To the members of Highland Fuels Holdings limited
4
Opinion
We have audited the financial statements of Highland Fuels Holdings limited (the 'company') for the year ended 31 December 2024 which comprise the statement of comprehensive income, the balance sheet, the statement of changes in equity and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).
In our opinion the financial statements:
give a true and fair view of the state of the company's affairs as at 31 December 2024 and of its profit 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.
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the 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.
The directors is responsible for the other information. The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report 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.
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.
Highland Fuels Holdings limited
Independent auditor's report (continued)
To the members of Highland Fuels Holdings limited
5
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our audit:
the information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the 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 company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:
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 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 4, 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 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 company or to cease operations, or have no realistic alternative but to do so.
Auditor's responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
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 specific procedures for this engagement and the extent to which these are capable of detecting irregularities, including fraud are detailed below.
Identifying and assessing risks related to irregularities:
We assessed the susceptibility of the company’s financial statements to material misstatement and how fraud might occur, including through discussions with the directors, discussions within our audit team planning meeting, updating our record of internal controls and ensuring these controls operated as intended. We evaluated possible incentives and opportunities for fraudulent manipulation of the financial statements. We identified laws and regulations that are of significance in the context of the company by discussions with directors and updating our understanding of the sector in which the company operates.
Highland Fuels Holdings limited
Independent auditor's report (continued)
To the members of Highland Fuels Holdings limited
6
Laws and regulations of direct significance in the context of the company include The Companies Act 2006, and UK Tax legislation.
Audit response to risks identified:
We considered the extent of compliance with these laws and regulations as part of our audit procedures on the related financial statement items including a review of financial statement disclosures. We reviewed the company’s records of breaches of laws and regulations, minutes of meetings and correspondence with relevant authorities to identify potential material misstatements arising. We discussed the company’s policies and procedures for compliance with laws and regulations with members of management responsible for compliance.
During the planning meeting with the audit team, the engagement partner drew attention to the key areas which might involve non-compliance with laws and regulations or fraud. We enquired of management whether they were aware of any instances of non-compliance with laws and regulations or knowledge of any actual, suspected or alleged fraud. We addressed the risk of fraud through management override of controls by testing the appropriateness of journal entries and identifying any significant transactions that were unusual or outside the normal course of business. We assessed whether judgements made in making accounting estimates gave rise to a possible indication of management bias. At the completion stage of the audit, the engagement partner’s review included ensuring that the team had approached their work with appropriate professional scepticism and thus the capacity to identify non-compliance with laws and regulations and fraud.
There are inherent limitations in the audit procedures described above and 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. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.
A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.
Eunice McAdam
Senior Statutory Auditor
For and on behalf of Saffery LLP
6 June 2025
Statutory Auditors
Torridon House
Beechwood Park
Inverness
IV2 3BW
Highland Fuels Holdings limited
Statement of comprehensive income
For the year ended 31 December 2024
7
2024
2023
Notes
£
£
Turnover
-
-
Interest receivable and similar income
5
2,000,000
10,000,100
Profit before taxation
2,000,000
10,000,100
Tax on profit
Profit for the financial year
2,000,000
10,000,100
There was no other comprehensive income for 2024 or 2023.
Highland Fuels Holdings limited
Balance sheet
As at 31 December 2024
31 December 2024
8
2024
2023
Notes
£
£
£
£
Fixed assets
Investments
7
3,556,700
3,556,700
Current assets
-
-
Creditors: amounts falling due within one year
9
(2,752,825)
(2,752,825)
Net current liabilities
(2,752,825)
(2,752,825)
Net assets
803,875
803,875
Capital and reserves
Called up share capital
11
100,000
100,000
Share premium account
12
146,715
146,715
Capital redemption reserve
13
553,284
553,284
Profit and loss reserves
3,876
3,876
Total equity
803,875
803,875
The financial statements were approved by the board of directors and authorised for issue on 5 June 2025 and are signed on its behalf by:
G G M Shand
Director
Company Registration No. SC215790
Highland Fuels Holdings limited
Statement of changes in equity
For the year ended 31 December 2024
9
Share capital
Share premium account
Capital redemption reserve
Profit and loss reserves
Total
Notes
£
£
£
£
£
Balance at 1 January 2023
100,000
146,715
553,284
3,876
803,875
Year ended 31 December 2023:
Profit and total comprehensive income
-
-
-
10,000,100
10,000,100
Dividends
6
-
-
-
(10,000,100)
(10,000,100)
Balance at 31 December 2023
100,000
146,715
553,284
3,876
803,875
Year ended 31 December 2024:
Profit and total comprehensive income
-
-
-
2,000,000
2,000,000
Dividends
6
-
-
-
(2,000,000)
(2,000,000)
Balance at 31 December 2024
100,000
146,715
553,284
3,876
803,875
Highland Fuels Holdings limited
Notes to the financial statements
For the year ended 31 December 2024
10
1
Accounting policies
Company information
Highland Fuels Holdings limited is a private company limited by shares incorporated in Scotland. The registered office is 2 Marischal Square, Broad Street, Aberdeen, Scotland, AB10 1DQ.
1.1
Accounting convention
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
The Company is itself a subsidiary company and is exempt from the requirement to prepare group accounts by virtue of section 400 of the Companies Act 2006. These financial statements therefore present information about the company as an individual undertaking and not about its group.
This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements:
Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;
the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d); and
Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.
The financial statements of the company are consolidated in the financial statements of Highland Fuels (Investments) Limited. These consolidated financial statements are available from its registered office, 2 Marischal Square, Broad Street, Aberdeen, AB10 1DQ.
1.2
Going concern
The financial statements have been prepared under the going concern basis. The Group closely monitors and manages its funding position and liquidity risk throughout the year to ensure that it has access to sufficient funds to meet forecast cash requirements.
The Group’s business activities, together with the factors likely to affect its financial position and its exposure to credit, liquidity and interest rate risk are described in the Strategic Report.
The Directors have assessed profitability and cash flow forecasts, including significant but plausible downside sensitivities, applied to turnover and profitability for a range of issues. This assessment shows substantial headroom within the forecasts as regards the funding resources available to the Group. The Directors believe that sufficient funds are available to allow the company and all subsidiaries to continue to meet our obligations for the going concern period to 30 June 2026 and that it therefore remains appropriate to prepare the financial statements on a going concern basis.
As part of the group, the company has access to financial resources as required. We remain confident that our financial resources are strong, well balanced and suitably liquid. The Group has a positive cash at bank position of approximatively £11.5m at the time of this report and the current year trading performance remains strong in terms of profitability and cash generation.
Highland Fuels Holdings limited
Notes to the financial statements (continued)
For the year ended 31 December 2024
1
Accounting policies (continued)
11
1.3
Fixed asset investments
Interests in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.
1.4
Financial instruments
The Company only enters into basic financial instruments transactions that result in the recognition of financial assets and liabilities such as trade and other accounts receivable and payable, loans from banks and other third parties, loans to related parties and investments in non-puttable ordinary shares.
Debt instruments (other than those wholly repayable or receivable within one year) including loans and other accounts receivable and payable, are initially measured at present value of the future cash flows and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade payables or receivables, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration, expected to be paid or received.
1.5
Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.
1.6
Dividend income is recognised in the statement of comprehensive income when the dividend is declared by the subsidiary.
2
Critical accounting judgements and key sources of estimation uncertainty
The preparation of financial statements in compliance with FRS 102 requires management to make judgments, estimates and assumptions that affect the amounts reported for assets and liabilities as at the balance sheet date and the amount reported for revenues and expenses during the year.
The directors do not consider there to be any critical judgements or key sources of estimation uncertainty in preparing these accounts.
3
Auditor's remuneration
The audit fee for the period was incurred by Highland Fuels Limited, a subsidiary of the Company.
4
Employees
The company has 3 (2023 - 3) employees which include the executive directors neither of whom received remuneration (2023 - £nil).
5
Interest receivable and similar income
2024
2023
£
£
Income from fixed asset investments
Income from shares in group undertakings
2,000,000
10,000,100
Highland Fuels Holdings limited
Notes to the financial statements (continued)
For the year ended 31 December 2024
12
6
Dividends
2024
2023
£
£
Final paid
2,000,000
10,000,100
7
Fixed asset investments
2024
2023
Notes
£
£
Investments in subsidiaries
8
3,556,700
3,556,700
Highland Fuels Holdings limited
Notes to the financial statements (continued)
For the year ended 31 December 2024
13
8
Subsidiaries
Details of the company's subsidiaries at 31 December 2024 are as follows:
Name of undertaking
Nature of business
Class of shares held
% Held
Direct
Indirect
Highland Fuels Limited
Fuels distributor
Ordinary
100.00
-
SCM Affric Limited*
Property rental
Ordinary
0
100.00
SCM Ardrossan Limited*
Property rental
Ordinary
0
100.00
SCM Auchenharvie Limited*
Property rental
Ordinary
0
100.00
SCM Balfron Limited*
Property rental
Ordinary
0
100.00
SCM Bobbin Limited*
Property rental
Ordinary
0
100.00
SCM Campbeltown Limited*
Property rental
Ordinary
0
100.00
SCM County Limited*
Property rental
Ordinary
0
100.00
SCM Darnleymill Limited*
Property rental
Ordinary
0
100.00
SCM Huntly Limited*
Property rental
Ordinary
0
100.00
SCM Kilbirnie Limited*
Property rental
Ordinary
0
100.00
SCM Kilwinnning Limited*
Property rental
Ordinary
0
100.00
SCM Loans Limited
Property rental
Ordinary
0
100.00
SCM Mills Limited*
Property rental
Ordinary
0
100.00
SCM Pier Limited*
Property rental
Ordinary
0
100.00
SCM Property Holdings Limited*
Holding company
Ordinary
0
100.00
SCM Ravenspark Limited*
Property rental
Ordinary
0
100.00
SCM Riggend Limited*
Property rental
Ordinary
0
100.00
SCM Sandybrae Limited*
Property rental
Ordinary
0
100.00
SCM Scapa Limited*
Property rental
Ordinary
0
100.00
SCM Sheiling Limited*
Property rental
Ordinary
0
100.00
SCM Toll Limited*
Property rental
Ordinary
0
100.00
Thames Petroleum (Scotland) Limited*
Holding company
Ordinary
0
100.00
Highland Electricity Limited*
Wholesale of other fuels and related products
Ordinary
0
100.00
*Held by a subsidiary undertaking.
Other than Thames Petroleum (Scotland) Limited and Highland Electricity Limited, the registered address of all the subsidiary undertakings is 2 Marischal Square, Broad Street, Aberdeen, AB10 1DQ.
The registered address of Thames Petroleum (Scotland) Limited and Highland Electricity Limited is Connect House 133-137, Alexandrea Road, Wimbledon, London, SW19 7JY.
Highland Fuels Holdings limited
Notes to the financial statements (continued)
For the year ended 31 December 2024
14
9
Creditors: amounts falling due within one year
2024
2023
£
£
Amounts owed to group undertakings
2,752,825
2,752,825
Amounts owed to group undertakings are repayable on demand and are interest free.
10
Secured debts
The company has granted a bond and floating charge in favour of The Royal Bank of Scotland Plc over all of the assets on the Company.
11
Share capital
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of £1 each
100,000
100,000
100,000
100,000
12
Share premium account
This reserve records the amount above the nominal value of shares sold, less transaction costs.
13
Capital redemption reserve
This reserve records the nominal value of shares repurchased by the Company.
14
Ultimate controlling party
Highland Fuels (Investments) Limited is the parent undertaking of the smallest and largest groups of which Highland Fuels Holdings Limited is a member and for which group financial statements are drawn up. The consolidated financial statements may be obtained from Affric House, Beechwood Park, Inverness IV2 3BW.
The ultimate controlling party is Highland Fuels Employee Ownership Trust.
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