REGISTERED NUMBER: SC800140 (Scotland)

UNAUDITED FINANCIAL STATEMENTS

FOR THE PERIOD 22 FEBRUARY 2024 TO 31 MARCH 2025

FOR

TANNLIN HOLDINGS LIMITED

Page

Company Information

1

Abridged Balance Sheet

2

Notes to the Financial Statements

4

DIRECTORS:

J S Hall

D Hall

J G Hall

Ms L Johnstone Hall

REGISTERED OFFICE:

37 Portland Road

KILMARNOCK

Ayrshire

KA1 2DJ

REGISTERED NUMBER:

SC800140 (Scotland)

ACCOUNTANTS:

Gilmour Hamilton LLP

Chartered Accountants

37 Portland Road

KILMARNOCK

Ayrshire

KA1 2DJ

FIXED ASSETS

Investments

4

2,930,699

CURRENT ASSETS

Cash at bank

7,500

CREDITORS

Amounts falling due within one year

303,098

NET CURRENT LIABILITIES

(295,598

)

TOTAL ASSETS LESS CURRENT LIABILITIES

2,635,101

CREDITORS

Amounts falling due after more than one year

5

2,409,099

NET ASSETS

226,002

CAPITAL AND RESERVES

Called up share capital

7

10,000

Retained earnings

216,002

SHAREHOLDERS' FUNDS

226,002

The company is entitled to exemption from audit under Section 477 of the Companies Act 2006 for the period ended 31 March 2025.

The members have not required the company to obtain an audit of its financial statements for the period ended 31 March 2025 in accordance with Section 476 of the Companies Act 2006.

The directors acknowledge their responsibilities for:

(a)	ensuring that the company keeps accounting records which comply with Sections 386 and 387 of the Companies Act 2006 and

(b)

preparing financial statements which give a true and fair view of the state of affairs of the company as at the end of each financial year and of its profit or loss for each financial year in accordance with the requirements of Sections 394 and 395 and which otherwise comply with the requirements of the Companies Act 2006 relating to financial statements, so far as applicable to the company.

The financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

All the members have consented to the preparation of an abridged Income Statement and an abridged Balance Sheet for the period ended 31 March 2025 in accordance with Section 444(2A) of the Companies Act 2006.

In accordance with Section 444 of the Companies Act 2006, the Income Statement has not been delivered.

The financial statements were approved by the Board of Directors and authorised for issue on 17 September 2025 and were signed on its behalf by:

J G Hall - Director

1.	STATUTORY INFORMATION

Tannlin Holdings Limited is a private company, limited by shares , registered in Scotland. 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" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

The financial statements are presented in pounds sterling which is the functional currency of the company, rounded to the nearest pound.

The significant accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all years presented unless otherwise stated.

Going concern

Based on the company's forecasted income and expected cash outflows for a period of twelve months form the date of approval of the financial statements, the directors are confident that the company will have sufficient resources to continue as a going concern for the foreseeable future and the accounts have therefore been prepared on a going concern basis.

Preparation of consolidated financial statements

The financial statements contain information about Tannlin Holdings Limited as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 399(2A) of the Companies Act 2006 from the requirements to prepare consolidated financial statements.

Related party exemption

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

Investments in subsidiaries

Investments in subsidiaries are stated at cost, including, where appropriate, the fair (discounted) value of any deferred consideration and redeemable preference shares given and acquisition costs, less accumulated impairments.

Financial instruments

Debtors and creditors with no stated interest rate and receivable or payable within one year are recorded at transaction price. Any losses arising from impairment are recognised in the profit and loss account in other administrative expenses.

Loans and borrowings are initially recognised at the transaction price including transaction costs. Subsequently, they are measured at amortised cost using the effective interest rate method, less impairment. If an arrangement constitutes a finance transaction it is measured at present value.

Taxation

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

Current or deferred taxation assets and liabilities are not discounted.

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

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the period end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the period was NIL.

4.	FIXED ASSET INVESTMENTS

Information on investments other than loans is as follows:

Totals

£

COST

Additions

2,930,699

At 31 March 2025

2,930,699

NET BOOK VALUE

At 31 March 2025

2,930,699

On 28 March 2025 the company purchased the entire share capital of Tannlin Group Limited in exchange for a consideration of cash, deferred consideration, ordinary and preference shares. The addition above includes the fair value of deferred consideration and preference shares issued, determined by discounting the amounts payable to their present value.

5.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN FIVE YEARS

£

Repayable by instalments

Redeemable preference shares

1,197,931

6.

LOANS

An analysis of the maturity of loans is given below:

£

Amounts falling due within one year or on demand:

Deferred consideration

299,558

Amounts falling due between one and two years:

Deferred consideration

335,319

Amounts falling due between two and five years:

Deferred consideration

875,849

£

Amounts falling due in more than five years:

Repayable by instalments

Redeemable preference shares

1,197,931

Following the acquisition of Tannlin Group Ltd the company is liable to pay deferred consideration in various instalments up to 31 July 2029. The value of the deferred consideration has been discounted to its net present value in the financial statements using a discount rate of 8%, being the estimated market interest rate.

7.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

value:

£

10,000

Ordinary

1

10,000

7,500 Ordinary shares of £1 were issued at par on formation of the company and shortly thereafter.

On 28 March 2025 the company purchased the entire share capital of Tannlin Group Limited in exchange for a consideration of cash, deferred consideration, 2,500 Ordinary shares of £1 and 1,997,500 3% Redeemable Preference shares of £1, all issued at par. The Redeemable preference shares are redeemable at the option of the company on or after 30 November 2025. On or after that date, the preference shareholders may also request that up to 50,000 preference shares be redeemed in any calendar year (subject to other limits). Any remaining preference shares must be redeemed on 30 April 2065.

For the purposes of the financial statements, it has been assumed that the most likely scenario is that the current preference shareholders will request a total of 100,000 preference shares to be redeemed each year, commencing after the deferred consideration has been fully repaid. The value of the preference shares have been included in the accounts as a liability, discounted on the basis of that scenario, using a discount rate of 8% (being the estimated market rate).