REGISTERED NUMBER: 04855780 (England and Wales)

Strategic Report, Report of the Directors and

Financial Statements

for the Year Ended 31 December 2024

for

Somerford Holdings Limited

Page

Company Information

1

Strategic Report

2

Report of the Directors

3

Report of the Independent Auditors

4

Income Statement

7

Other Comprehensive Income

8

Balance Sheet

9

Statement of Changes in Equity

10

Cash Flow Statement

11

Notes to the Cash Flow Statement

12

Notes to the Financial Statements

13

DIRECTORS:

Mr A G Davies

Mr R B Viccajee

Mr C W Davies

SECRETARY:

Mrs R J Davies

REGISTERED OFFICE:

Park House

Church Place

Swindon

Wiltshire

SN1 5ED

REGISTERED NUMBER:

04855780 (England and Wales)

AUDITORS:

Andrew R Cook Chartered Accountants

Northfield House

Shurdington Road

Bentham

Cheltenham

Gloucestershire

GL51 4UA

The directors present their strategic report for the year ended 31 December 2024.

REVIEW OF BUSINESS

No management fees were charged to the subsidiary during this year or the previous year.

During the year, the company received dividends from the subsidiary of £700,000 (2023 - £550,000).

PRINCIPAL RISKS AND UNCERTAINTIES

As the holding company of a wholly owned subsidiary, the company is reliant on the trading success of the subsidiary and is therefore subject to the same risks and opportunities that it faces.

ON BEHALF OF THE BOARD:

Mr A G Davies - Director

30 June 2025

The directors present their report with the financial statements of the company for the year ended 31 December 2024.

PRINCIPAL ACTIVITY

The principal activity of the company in the year under review was that of a management and holding company.

DIVIDENDS

The total distribution of dividends for the year ended 31 December 2024 will be £ 500,000 .

DIRECTORS

The directors shown below have held office during the whole of the period from 1 January 2024 to the date of this report.

Mr A G Davies

Mr R B Viccajee

Mr C W Davies

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Strategic Report, the Report of the Directors 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;

-	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.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

AUDITORS

The auditors, Andrew R Cook Chartered Accountants, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

Mr A G Davies - Director

30 June 2025

Opinion

We have audited the financial statements of Somerford Holdings Limited (the 'company') for the year ended 31 December 2024 which comprise the Income Statement, Other Comprehensive Income, Balance Sheet, Statement of Changes in Equity, Cash Flow Statement and Notes to the Cash Flow Statement, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

-	give a true and fair view of the state of the company's affairs as at 31 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.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the 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 directors with respect to going concern are described in the relevant sections of this report.

Other information

The directors are responsible for the other information. The other information comprises the information in the Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

-	the information given in the Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Strategic Report and the Report of the Directors 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 Report of the Directors.

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

-	adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or

-	the financial statements are not in agreement with the accounting records and returns; or

-	certain disclosures of 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 Statement of Directors' Responsibilities set out on page three, 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 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.

Auditors' responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a Report of the Auditors that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

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:-

Owing to the inherent limitations of an audit, there is is an unavoidable risk that material misstatements in the financial statements may not be detected, even though the audit is properly planned and performed in accordance with the ISA's (UK).

- We obtained an understanding of the legal and regulatory requirements applicable to the company financial statements or that had a fundamental effect on the operations of the company. We determined that the most significant laws included UK GAAP, UK Companies Act 2006 and taxation laws;

- We understood how the company is complying with those legal and regulatory frameworks by making inquiries of management and those responsible for legal compliance procedures.

- We assessed the susceptibility of the company's financial statements to material misstatement including how fraud might occur. Audit procedures performed by the engagement team included:

- Identifying and assessing the design effectiveness of controls management has in place to prevent and detect fraud;

- understanding how those charged with governance considered and addressed the potential for override of controls or other inappropriate influence over the financial reporting process;

- challenging assumptions and judgements made by management in its significant accounting estimates; and

- identifying and testing journal entries, in particular any journal entries with unusual characteristics.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors.

Use of our report

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.

Andrew Cook (Senior Statutory Auditor)

for and on behalf of Andrew R Cook Chartered Accountants

Northfield House

Shurdington Road

Bentham

Cheltenham

Gloucestershire

GL51 4UA

30 June 2025

TURNOVER

-

-

Administrative expenses

12,776

9,474

OPERATING LOSS

4

(12,776

)

(9,474

)

Income from participating interests

700,000

550,000

PROFIT BEFORE TAXATION

687,224

540,526

Tax on profit

5

-

-

PROFIT FOR THE FINANCIAL YEAR

687,224

540,526

PROFIT FOR THE YEAR

687,224

540,526

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

687,224

540,526

FIXED ASSETS

Investments

7

81,784

81,784

CURRENT ASSETS

Debtors

8

78

62

Cash at bank

385,657

196,183

385,735

196,245

CREDITORS

Amounts falling due within one year

9

6,954

4,688

NET CURRENT ASSETS

378,781

191,557

TOTAL ASSETS LESS CURRENT LIABILITIES

460,565

273,341

CAPITAL AND RESERVES

Called up share capital

10

2

2

Retained earnings

11

460,563

273,339

SHAREHOLDERS' FUNDS

460,565

273,341

The financial statements were approved by the Board of Directors and authorised for issue on 30 June 2025 and were signed on its behalf by:

Mr A G Davies - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 January 2023

2

282,813

282,815

Changes in equity

Dividends

-

(550,000

)

(550,000

)

Total comprehensive income

-

540,526

540,526

Balance at 31 December 2023

2

273,339

273,341

Changes in equity

Dividends

-

(500,000

)

(500,000

)

Total comprehensive income

-

687,224

687,224

Balance at 31 December 2024

2

460,563

460,565

Cash flows from operating activities

Cash generated from operations

1

(10,526

)

(9,440

)

Net cash from operating activities

(10,526

)

(9,440

)

Cash flows from investing activities

Dividends received

700,000

550,000

Net cash from investing activities

700,000

550,000

Cash flows from financing activities

Equity dividends paid

(500,000

)

(550,000

)

Net cash from financing activities

(500,000

)

(550,000

)

Increase/(decrease) in cash and cash equivalents

189,474

(9,440

)

Cash and cash equivalents at beginning of year

2

196,183

205,623

Cash and cash equivalents at end of year

2

385,657

196,183

1.	RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

31.12.24

31.12.23

£

£

Profit before taxation

687,224

540,526

Finance income

(700,000

)

(550,000

)

(12,776

)

(9,474

)

(Increase)/decrease in trade and other debtors

(16

)

2

Increase in trade and other creditors

2,266

32

Cash generated from operations

(10,526

)

(9,440

)

2.	CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Year ended 31 December 2024

31.12.24

1.1.24

£

£

Cash and cash equivalents

385,657

196,183

Year ended 31 December 2023

31.12.23

1.1.23

£

£

Cash and cash equivalents

196,183

205,623

3.	ANALYSIS OF CHANGES IN NET FUNDS

At 1.1.24

Cash flow

At 31.12.24

£

£

£

Net cash

Cash at bank

196,183

189,474

385,657

196,183

189,474

385,657

Total

196,183

189,474

385,657

1.	STATUTORY INFORMATION

Somerford Holdings Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Investments in subsidiaries

Investments in subsidiary undertakings are recognised at cost.

Taxation

Taxation for the year comprises current and deferred tax where material. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Going concern

The directors have a reasonable expectation that the company has adequate resources to continue in operational existence for a period of at least twelve months from the date of signing this report.

3.	EMPLOYEES AND DIRECTORS

31.12.24

31.12.23

£

£

Directors' remuneration

1,000

3,000

4.	OPERATING LOSS

The operating loss is stated after charging:

31.12.24

31.12.23

£

£

Auditors' remuneration

4,600

3,300

5.

TAXATION

Analysis of the tax charge

No liability to UK corporation tax arose for the year ended 31 December 2024 nor for the year ended 31 December 2023.

6.

DIVIDENDS

31.12.24

31.12.23

£

£

Interim

500,000

550,000

7.	FIXED ASSET INVESTMENTS

Shares in

group

undertaking

£

COST

At 1 January 2024

and 31 December 2024

81,784

NET BOOK VALUE

At 31 December 2024

81,784

At 31 December 2023

81,784

The company's investments at the Balance Sheet date in the share capital of companies include the following:

Somerford Associates Limited

Registered office: Park House, Church Place, Swindon, Wilts. SN1 5ED

Nature of business: Consultancy and sale of third party software

%

Class of shares:

holding

Ordinary £1

100.00

31.12.24

31.12.23

£

£

Aggregate capital and reserves

2,057,051

2,342,595

Profit for the year

414,456

1,393,666

8.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.12.24

31.12.23

£

£

VAT

78

62

9.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.12.24

31.12.23

£

£

Accrued expenses

6,954

4,688

10.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

31.12.24

31.12.23

value:

£

£

2

Ordinary

£1

2

2

11.

RESERVES

Retained

earnings

£

At 1 January 2024

273,339

Profit for the year

687,224

Dividends

(500,000

)

At 31 December 2024

460,563

12.	RELATED PARTY DISCLOSURES

During both this year and the previous year, the company received no trading income from the subsidiary company, Somerford Associates Limited, but did receive dividend income of £700,000 (2023 - £550,000).

13.	ULTIMATE CONTROLLING PARTY

The controlling party is Mr A G Davies and Mrs R J Davies.