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Registered number: 08835158










SGH INVESTMENTS LIMITED
DIRECTORS' REPORT AND FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2025

 
SGH INVESTMENTS LIMITED
 

COMPANY INFORMATION


Directors
Mr A R R Vernon (appointed 31 July 2024)
Mrs E M Von Hof (appointed 31 July 2024)
Mr R McNaughton (appointed 31 July 2024)
Mr R C Thom (appointed 31 July 2024)
Mr M Munro (appointed 31 July 2024)
Mr A McGowan (appointed 31 July 2024)
Mr D W A Forrester (appointed 31 July 2024, resigned 5 April 2025)
Mr N Skene (resigned 31 July 2024)
Mr D Skene (resigned 31 July 2024)
Mrs J Mason (resigned 31 July 2024)




Company secretary
Mr R C Thom



Registered number
08835158



Registered office
Bowldown Farm
Bowldown

Westonbirt

Tetbury

Gloucestershire

GL8 8UD




Independent auditors
Sumer Auditco Limited
Chartered Accountants

Pentland House

Saltire Centre

Glenrothes

Fife

KY6 2AH





 
SGH INVESTMENTS LIMITED
 

CONTENTS



Page
Strategic report
 
 
1 - 2
Directors' report
 
 
3 - 4
Independent auditors' report
 
 
5 - 8
Statement of comprehensive income
 
 
9
Statement of financial position
 
 
10
Statement of changes in equity
 
 
11
Analysis of net debt
 
 
12
Notes to the financial statements
 
 
13 - 27


 
SGH INVESTMENTS LIMITED
 

STRATEGIC REPORT
FOR THE PERIOD ENDED 31 MARCH 2025

Introduction
 
The directors have pleasure in presenting their strategic report for the year ended 30 June 2024.

Business review
 
On 31 July 2024 100% of the share capital of SGH Investments Limited was acquired by Hillhouse Quarry Group, a subsidiary of Hillhouse Estates Ltd, a company incorporated in Scotland.
Consequently, the trading, as presented in the Statement of Comprehensive Income, reflects the 9 month
trading period, rather than 12 months in 2024.
Key performance indicators are monitored over a number of areas.  Robust control over all aspects of working capital, strict monitoring of all aspects of cash flow and the monitoring of actual results against a detailed budget.
The Company’s pre tax profit for the period was £1,210,583 whilst the Company’s balance sheet shows a net asset position of £21,823,483 with net current assets of £10,182,229, including a cash at bank figure of £1,013,015. The directors consider the Company to be well positioned to take advantage of the demand for its products and services.
Within the balance sheet tangible fixed assets total £13,089,057. It is the directors’ opinion that the open market value of these assets is in excess of the book figures, albeit this has not been independently valued or substantiated.  The underlying total value provides real comfort to the directors that the asset base is such that it underpins operations in such a way to allow the Company to take advantage of all manner of opportunities.  The Company functions without the need to operate a bank overdraft.
The Company transferred its trade, assets and liabilities to Hillhouse Quarry Group Limited, it's parent company, on 1 April 2025 and ceased trading on that date.

Principal risks and uncertainties
 
In the construction sector the main commercial risks surround the level of general construction and housebuilding which is on-going at any time, in chosen geographical markets, needed to generate a requirement for the Company’s goods and services.  Other risks surround the timely and predictable supply of commercial vehicles. Those risks which the business finds itself exposed to are managed by a strong and experienced board of directors.
The Company’s principal financial instruments comprise bank balances and hire purchase agreements.  The main purpose of these instruments is to finance operations.  Due to the nature of these financial instruments  there is no exposure to price risk.  In respect of bank balances the liquidity risk is managed by maintaining flexibility through the use of cash at bank resources.  In respect of hire purchase agreements, the liquidity risk in respect of these is managed by ensuring there are sufficient liquid funds to meet the scheduled repayments.

Safety and health, environment and quality
 
The Company  recognises the importance of health and safety, environment and quality and has policies and procedures in place to ensure requirements are met at all times.
Future outlook
With the acquisition during the period the combined team are looking forward to working together to integrate and grow. Being part of Hillhouse Group will ensure the long term sustainability of the business and provide opportunities for people and refine a platform for future success. 

Page 1

 
SGH INVESTMENTS LIMITED
 

STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2025


This report was approved by the board on 17 December 2025 and signed on its behalf.






................................................
Mr A R R Vernon
Director

................................................
Mr R McNaughton
Director

Page 2

 
SGH INVESTMENTS LIMITED
 

 
DIRECTORS' REPORT
FOR THE PERIOD ENDED 31 MARCH 2025

The directors present their report and the financial statements for the period ended 31 March 2025.

Directors' responsibilities statement

The directors are responsible for preparing the Strategic report, the Directors' 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 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 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 for the Company's financial statements and then apply them consistently;

make judgments 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 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 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, amounted to £876,975 (2024 - £2,001,077).

No post year end dividends have been recommended.

Directors

The directors who served during the period were:

Mr A R R Vernon (appointed 31 July 2024)
Mrs E M Von Hof (appointed 31 July 2024)
Mr R McNaughton (appointed 31 July 2024)
Mr R C Thom (appointed 31 July 2024)
Mr M Munro (appointed 31 July 2024)
Mr A McGowan (appointed 31 July 2024)
Mr D W A Forrester (appointed 31 July 2024, resigned 5 April 2025)
Mr N Skene (resigned 31 July 2024)
Mr D Skene (resigned 31 July 2024)
Mrs J Mason (resigned 31 July 2024)

Page 3

 
SGH INVESTMENTS LIMITED
 

 
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2025


Future developments

Notwithstanding the transfer of the company's trade, assets and liabilities to its parent company on 1 April 2025, the directors consider the Company to be financially strong and well placed to take advantage of opportunities within its core business. 
The acquisition by Hillhouse Group will enhance the combined businesses capabilities as it builds upon existing resources and expertise to drive forward new opportunities. The Company's strong presence in the East of Scotland will complement Hillhouse Group's West of Scotland sites. The business with its strong community roots, Company values that are consciously chosen and preset and aspirations to deliver excellent products and services will combine to deliver for the construction sector in its chosen geographical areas markets.

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'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's auditors are aware of that information.

Post balance sheet events

There have been no significant events affecting the Company since the year end, not otherwise mentioned within this report.

Auditors

The auditorsSumer Auditco Limited, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.


This report was approved by the board on 17 December 2025 and signed on its behalf.
 






................................................
Mr A R R Vernon
Director
................................................
Mr R McNaughton
Director

Page 4

 
SGH INVESTMENTS LIMITED
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SGH INVESTMENTS LIMITED
 

Opinion


We have audited the financial statements of SGH Investments Limited (the 'Company') for the period ended 31 March 2025, which comprise the Statement of comprehensive income, the Statement of financial position, the 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 Company's affairs as at 31 March 2025 and of its 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 Company 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.


Emphasis of matter


We draw your attention to Note 2.1 of the financial statements which explains that the directors transferred the Company's trade, assets and liabilities to its parent company on 1 April 2025. Therefore they do not consider it appropriate to adopt the going concern basis of accounting in preparing the financial statements. Accordingly the financial statements have been prepared on a basis other than going concern as described in Note 2.1. Our opinion is not modified in respect of the matter.


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.


Page 5

 
SGH INVESTMENTS LIMITED
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SGH INVESTMENTS 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 Report.  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.


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 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 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 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 3, 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.


Page 6

 
SGH INVESTMENTS LIMITED
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SGH INVESTMENTS 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 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:

We gained an understanding of the legal and regulatory framework applicable to the company and the industry in which it operates, and considered the risk of acts by the company that were contrary to applicable laws and regulations, including fraud. We designed audit procedures to respond to the risk, recognising that 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.
We focused on laws and regulations which could give rise to a material misstatement in the financial statements, including, but not limited to, the Companies Act 2006 and UK tax legislation. Our tests included agreeing the financial statement disclosures to underlying supporting documentation and enquiries with management. 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. We did not identify any key audit matters relating to irregularities, including fraud. As in all our audits, we also addressed the risk of management override of internal controls, including testing journals and evaluating whether there was evidence of bias by the directors that represented a risk of material misstatement due to fraud.


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 7

 
SGH INVESTMENTS LIMITED
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SGH INVESTMENTS 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.






Mark Gibson (Senior statutory auditor)
for and on behalf of
Sumer Auditco Limited
Chartered Accountants
Pentland House
Saltire Centre
Glenrothes
Fife
KY6 2AH

17 December 2025
Page 8

 
SGH INVESTMENTS LIMITED
 

STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 31 MARCH 2025

2025
2024
£
£

  

Turnover
 4 
2,710,047
3,613,400

Cost of sales
  
(1,377,045)
(2,108,961)

Gross profit
  
1,333,002
1,504,439

Administrative expenses
  
(127,075)
(675,620)

Other operating income
 5 
5,550
30,088

Operating profit
 6 
1,211,477
858,907

Income from fixed assets investments
  
-
1,200,000

Interest receivable and similar income
 10 
69,868
366,049

Interest payable and similar expenses
 11 
(70,762)
(131,828)

Profit before tax
  
1,210,583
2,293,128

Tax on profit
 12 
(333,608)
(292,051)

Profit for the financial period
  
876,975
2,001,077

There were no recognised gains and losses for 2025 or 2024 other than those included in the statement of comprehensive income.

There was no other comprehensive income for 2025 (2024:£NIL).

The notes on pages 13 to 27 form part of these financial statements.

Page 9

 
SGH INVESTMENTS LIMITED
REGISTERED NUMBER: 08835158

STATEMENT OF FINANCIAL POSITION
AS AT 31 MARCH 2025

31 March
30 June
2025
2024
£
£

Fixed assets
  

Tangible assets
 14 
13,089,057
13,148,516

Investments
 15 
2
2

Investment property
 16 
269,426
269,426

  
13,358,485
13,417,944

Current assets
  

Debtors: amounts falling due within one year
 17 
11,476,314
2,118,290

Cash at bank and in hand
 18 
1,013,015
9,768,668

  
12,489,329
11,886,958

Creditors: amounts falling due within one year
 19 
(2,307,100)
(1,802,954)

Net current assets
  
 
 
10,182,229
 
 
10,084,004

Total assets less current liabilities
  
23,540,714
23,501,948

Creditors: amounts falling due after more than one year
 20 
(977,901)
(1,698,418)

Provisions for liabilities
  

Deferred tax
 22 
(943,463)
(1,061,155)

  
 
 
(943,463)
 
 
(1,061,155)

Net assets
  
21,619,350
20,742,375


Capital and reserves
  

Called up share capital 
 23 
19,600
19,600

Profit and loss account
 24 
21,599,750
20,722,775

  
21,619,350
20,742,375


The financial statements were approved and authorised for issue by the board and were signed on its behalf on 17 December 2025.




................................................
Mr A R R Vernon
................................................
Mr R McNaughton
Director
Director

The notes on pages 13 to 27 form part of these financial statements.

Page 10

 
SGH INVESTMENTS LIMITED
 

STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 MARCH 2025


Called up share capital
Profit and loss account
Total equity

£
£
£

At 1 July 2024
19,600
20,722,775
20,742,375



Profit for the period
-
876,975
876,975


At 31 March 2025
19,600
21,599,750
21,619,350


The notes on pages 13 to 27 form part of these financial statements.


STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 30 JUNE 2024


Called up share capital
Profit and loss account
Total equity

£
£
£

At 1 July 2023
19,600
18,771,698
18,791,298



Profit for the year
-
2,001,077
2,001,077

Dividends: Equity capital
-
(50,000)
(50,000)


At 30 June 2024
19,600
20,722,775
20,742,375


The notes on pages 13 to 27 form part of these financial statements.

Page 11

 
SGH INVESTMENTS LIMITED
 

ANALYSIS OF NET DEBT
FOR THE PERIOD ENDED 31 MARCH 2025




At 1 July 2024
Cash flows
At 31 March 2025
£

£

£

Cash at bank and in hand

9,768,668

(8,755,653)

1,013,015

Hire purchase

(2,801,018)

843,840

(1,957,178)


6,967,650
(7,911,813)
(944,163)

The notes on pages 13 to 27 form part of these financial statements.

Page 12

 
SGH INVESTMENTS LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2025

1.


General information

SGH Investments Limited is a private company, limited by shares, domiciled in England, registration number 08835158. The registered office is Bowldown Farm, Bowldown, Westonbirt, Tetbury, Gloucestershire, GL8 8UD. The trading address is Skene House, Viewfield Road, Viewfield Industrial Estate, Glenrothes, Fife, KY6 2RD.
The financial statements are presented in Sterling which is the functional currency of the Company and rounded to the nearest £.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The Company transferred its trade, assets and liabilities to Hillhouse Quarry Group Limited, it's parent company, on 1 April 2025 and ceased trading on that date. All assets and liabilities were transferred at book value except for mineral rights which have been transferred at a value in excess of book value.
Subsequently the financial statements have been prepared on a basis other than going concern. In view of the transfer values to Hillhouse Quarry Group Limited the directors' consider that no adjustments to net asset values at 31 March 2025 are necessary.

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

The following principal accounting policies have been applied:

  
2.2

Financial reporting standard 102 - reduced disclosure exemptions

The Company has taken advantage of the following disclosure exemptions in preparing these financial statements as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland".
- the requirements of Section 7 Statement of Cash Flows;
- the requirements of  Section 11 Financial Instruments paragraphs 11.41(b), 11.41(c), 11.41(e), 11.41(f), 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);
- the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 2.29(b) and 12.29A;
- the requirements of Section 33 Related Party Disclosures paragraph 33.7 
The company has taken advantage of the exemption under Section 400 of the Companies Act 2006 not to prepare group accounts as it and its subsidiary undertakings are included in the consolidated financial statements of its ultimate holding company, Hillhouse Estates Limited. These consolidated financial statements are available from its registered office, Hillhouse Quarry, Troon, Ayrshire, KA10 7HX.

Page 13

 
SGH INVESTMENTS LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2025

2.Accounting policies (continued)

 
2.3

Turnover

Turnover is recognised to the extent that it is probable that the economic benefits will flow to the Company and the turnover can be reliably measured. Turnover 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 turnover is recognised:

Rendering of services

Turnover from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
the amount of turnover can be measured reliably;
it is probable that the Company will receive the consideration due under the contract;
the stage of completion of the contract at the end of the reporting period can be measured reliably; and
the costs incurred and the costs to complete the contract can be measured reliably.

 
2.4

Operating leases: the company 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.

 
2.5

Leased assets: the company as lessee

Assets obtained under hire purchase contracts and finance leases are capitalised as tangible fixed assets. Assets acquired by finance lease are depreciated over the shorter of the lease term and their useful lives. Assets acquired by hire purchase are depreciated over their useful lives. Finance leases are those where substantially all of the benefits and risks of ownership are assumed by the company. Obligations under such agreements are included in creditors net of the finance charge allocated to future periods. The finance element of the rental payment is charged to profit or loss so as to produce a constant periodic rate of charge on the net obligation outstanding in each period.

 
2.6

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.

 
2.7

Pensions

The Company makes contributions to the D Skene Plant Hire Limited Retirement Benefit Scheme (1986). The assets of the scheme are held separately from those of the Company. The annual contributions payable are charged to the Statement of comprehensive income.

Page 14

 
SGH INVESTMENTS LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2025

2.Accounting policies (continued)

 
2.8

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 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 operates and generates 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; and
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

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.


Page 15

 
SGH INVESTMENTS LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2025

2.Accounting policies (continued)

 
2.9

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.

Land is not depreciated. Depreciation on other assets is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using both the straight-line method and on a reducing balance basis.

Depreciation is provided on the following basis:

Freehold property
-
2% - 20% straight line or reducing balance
Plant & machinery
-
10% - 50% straight line or reducing balance
Motor vehicles
-
20% straight line
Mineral rights
-
written off over the estimated life of the quarry

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.

 
2.10

Investment property

Investment property is carried at fair value determined annually by directors and derived from the current market rents and investment property yields for comparable real estate, adjusted if necessary for any difference in the nature, location or condition of the specific asset. No depreciation is provided. Changes in fair value are recognised in profit or loss.

 
2.11

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

  
2.12

Impairment of fixed assets and goodwill

Assets that are subject to depreciation or amortisation are assessed at each reporting date to determine whether there is any indication that the assets are impaired. Where there is any indication that an asset may be impaired, the carrying value of the asset (or cash-generating unit to which the asset has been allocated) is tested for impairment. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's (or CGU's) fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (CGUs). Non-financial assets that have been previously impaired are reviewed at each reporting date to assess whether there is any indication that the impairment losses recognised in prior periods may no longer exist or may have decreased.

Page 16

 
SGH INVESTMENTS LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2025

2.Accounting policies (continued)

 
2.13

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.

 
2.14

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.

 
2.15

Creditors

Short term creditors are measured at the transaction price. Other financial liabilities are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method

 
2.16

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.

 
2.17

Financial instruments

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

Financial instruments are recognised in the Company's Statement of financial position when the Company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

 
2.18

Dividends

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.

Page 17

 
SGH INVESTMENTS LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2025

3.


Judgments in applying accounting policies and key sources of estimation uncertainty

The most significant estimation within the Company's financial statements relates to depreciation, particularly plant and machinery depreciation. The directors review depreciation rates on a regular basis to ensure that the policy rates remain appropriate and fairly charge the cost of fixed assets over their predicted useful lives for each specific category of fixed asset. Although gains on sale of fixed assets are regularly achieved this arises where assets are sold within their useful lives. 


4.


Turnover

Analysis of turnover by country of destination:

2025
2024
£
£

United Kingdom
2,710,047
3,613,400


All turnover arose within the United Kingdom.


5.


Other operating income

2025
2024
£
£

Rent receivable
5,550
30,088



6.


Operating profit

The operating profit is stated after charging:

2025
2024
£
£

Depreciation of tangible fixed assets
3,463,309
2,295,416

Fees payable to Company's auditor for the audit of the Company's annual financial statements
6,300
3,200

(Profit)/loss on sale of tangible fixed assets
(42,161)
(95,629)

Other operating lease rentals
14,808
14,808

Defined contribution pension cost
-
120,000

Page 18

 
SGH INVESTMENTS LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2025

7.


Employees

Staff costs, including directors' remuneration, were as follows:


2025
2024
£
£

Wages and salaries
26,896
315,701

Social security costs
4,081
51,240

Cost of defined contribution scheme
-
120,000

30,977
486,941


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


        2025
        2024
            No.
            No.







Directors
7
3


8.


Directors' remuneration

2025
2024
£
£

Directors' emoluments
26,896
315,701

Company contributions to defined contribution pension schemes
-
120,000

26,896
435,701


During the period retirement benefits were accruing to no directors (2024 - NIL) in respect of defined contribution pension schemes.

The highest paid director received remuneration of £NIL (2024 - £259,845).

The value of the Company's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £NIL (2024 - £NIL).


9.


Income from investments

2025
2024
£
£





Dividends received from unlisted investments
-
1,200,000


Page 19

 
SGH INVESTMENTS LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2025

10.


Interest receivable

2025
2024
£
£


Other interest receivable
69,868
366,049


11.


Interest payable and similar expenses

2025
2024
£
£


Finance leases and hire purchase contracts
70,762
131,828


12.


Taxation


2025
2024
£
£

Corporation tax


Current tax on profits for the year
451,300
475,955

Adjustments in respect of previous periods
-
(26,811)


Total current tax
451,300
449,144

Deferred tax


Origination and reversal of timing differences
(117,692)
(181,472)

Adjustments in respect of previous periods
-
24,379

Total deferred tax
(117,692)
(157,093)


Taxation on profit on ordinary activities
333,608
292,051
Page 20

 
SGH INVESTMENTS LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2025
 
12.Taxation (continued)


Factors affecting tax charge for the period/year

The tax assessed for the period/year is lower than (2024 - lower than) the standard rate of corporation tax in the UK of 25% (2024 - 25%). The differences are explained below:

2025
2024
£
£


Profit on ordinary activities before tax
1,210,583
2,293,128


Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%)
302,646
573,282

Effects of:


Expenses not deductible for tax purposes
1,733
18,975

Other differences leading to an increase (decrease) in the tax charge
-
2,226

Adjustments to tax charge in respect of prior periods
-
(2,432)

Dividends from UK companies
-
(300,000)

Intergroup asset transfers
29,229
-

Total tax charge for the period/year
333,608
292,051


Factors that may affect future tax charges

There were no factors that may affect future tax changes.


13.


Dividends

31 March
30 June
2025
2024
£
£


Ordinary D shares of £1 each
-
50,000

Page 21

 
SGH INVESTMENTS LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2025

14.


Tangible fixed assets







Freehold property
Plant & machinery
Motor vehicles
Mineral rights
Total

£
£
£
£
£



Cost or valuation


At 1 July 2024
4,344,998
19,970,875
785,077
2,955,030
28,055,980


Additions
-
1,273,703
-
-
1,273,703


Transfers intra group
-
2,426,331
-
-
2,426,331


Disposals
-
(1,039,912)
(38,525)
-
(1,078,437)



At 31 March 2025

4,344,998
22,630,997
746,552
2,955,030
30,677,577



Depreciation


At 1 July 2024
141,821
12,872,949
612,240
1,280,454
14,907,464


Charge for the period on owned assets
18,463
1,382,009
46,243
52,247
1,498,962


Transfers intra group
-
1,964,347
-
-
1,964,347


Disposals
-
(743,729)
(38,524)
-
(782,253)



At 31 March 2025

160,284
15,475,576
619,959
1,332,701
17,588,520



Net book value



At 31 March 2025
4,184,714
7,155,421
126,593
1,622,329
13,089,057



At 30 June 2024
4,203,177
7,097,926
172,837
1,674,576
13,148,516

The net book value of assets held under finance leases or hire purchase contracts, included above, are as follows:


31 March
30 June
2025
2024
£
£



Plant and machinery
4,189,515
4,189,515

Page 22

 
SGH INVESTMENTS LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2025

15.


Fixed asset investments








Investments in subsidiary companies

£



Cost or valuation


At 1 July 2024
2



At 31 March 2025
2






Net book value



At 31 March 2025
2



At 30 June 2024
2


Subsidiary undertakings


The following were subsidiary undertakings of the Company:

Name

Registered office

Principal activity

Class of shares

Holding

Skene Group Construction Services Limited
Hillhouse Quarry, Troon, Ayrshire, KA10 7HY
Operation of quarries and concrete product production
Ordinary
100%
Skene Group Quarries Limited
Hillhouse Quarry, Troon, Ayrshire, KA10 7HY
Dormant
Ordinary
100%


16.


Investment property





Investment property

£



Valuation


At 1 July 2024
269,426



At 31 March 2025
269,426

The 2025 valuations were made by the directors, on an open market value for existing use basis.






Page 23

 
SGH INVESTMENTS LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2025

17.


Debtors

31 March
30 June
2025
2024
£
£


Amounts owed by group companies
11,313,442
2,018,486

Other debtors
119,214
99,804

Prepayments and accrued income
43,658
-

11,476,314
2,118,290



18.


Cash and cash equivalents

31 March
30 June
2025
2024
£
£

Cash at bank and in hand
1,013,015
9,768,668



19.


Creditors: Amounts falling due within one year

31 March
30 June
2025
2024
£
£

Amounts owed to group companies
554,380
-

Corporation tax
763,370
475,955

Other taxation and social security
-
205,185

Obligations under finance lease and hire purchase contracts
979,277
1,102,600

Accruals and deferred income
10,073
19,214

2,307,100
1,802,954


Secured loans
Hire purchase liabilities are secured over the assets to which they relate.

Page 24

 
SGH INVESTMENTS LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2025

20.


Creditors: Amounts falling due after more than one year

31 March
30 June
2025
2024
£
£

Net obligations under finance leases and hire purchase contracts
977,901
1,698,418


Secured loans
Hire purchase liabilities are secured over the assets to which they relate.


21.


Hire purchase and finance leases


Minimum lease payments under hire purchase fall due as follows:

31 March
30 June
2025
2024
£
£


Within one year
979,277
1,102,600

Between 1-5 years
977,901
1,698,418

1,957,178
2,801,018

Page 25

 
SGH INVESTMENTS LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2025

22.


Deferred taxation






2025


£






At beginning of year
1,061,155


Charged to profit or loss
(117,692)



At end of year
943,463

The provision for deferred taxation is made up as follows:

31 March
30 June
2025
2024
£
£


Accelerated capital allowances
943,463
1,061,155


23.


Share capital

31 March
30 June
2025
2024
£
£
Allotted, called up and fully paid



11,600 (2024 - 11,600) Ordinary A shares of £1.00 each
11,600
11,600
3,500 (2024 - 3,500) Ordinary B shares of £1.00 each
3,500
3,500
4,000 (2024 - 4,000) Ordinary C shares of £1.00 each
4,000
4,000
500 (2024 - 500) Ordinary D shares of £1.00 each
500
500

19,600

19,600



24.


Reserves

Profit and loss account

The profit and loss account includes all current and prior period retained profits and losses.


25.


Pension commitments

The Company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund and amounted to £NIL (2024: £120,000). No contributions were payable to the fund at the reporting date (2024: £NIL).

Page 26

 
SGH INVESTMENTS LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2025

26.


Commitments under operating leases

At 31 March 2025 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:

31 March
30 June
2025
2024
£
£


Not later than 1 year
14,808
14,808

Later than 1 year and not later than 5 years
-
14,808

14,808
29,616


27.


Related party transactions

The Company has taken the exemption available under s33.1A of FRS 102 not to disclose transactions with other wholly owned members of the group.
The Company paid dividends during the period totalling £NIL to directors (2024: £50,000).


28.


Post balance sheet events

The Company transferred its trade, assets and liabilities to Hillhouse Quarry Group Limited, it's parent company, on 1 April 2025 and ceased trading on that date. All assets and liabilities were transferred at book value except for mineral rights which have been transferred at a value in excess of book value.


29.


Controlling party

As from 31 July 2024, the Company became a wholly owned subsidiary of Hillhouse Quarry Group Limited. The ultimate controlling party is Hillhouse Estates Limited, a company registered in Scotland. Consolidated financial statements are prepared for Hillhouse Estates Limited. The registered office address and principal place of business is Hillhouse Quarry, Troon, Ayrshire, KA10 7HX.


Page 27