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Swallow Holdings Limited
Company Information
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Swallow Holdings Limited
Contents
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Swallow Holdings Limited
Strategic Report
For the year ended 30 September 2025
The directors present the strategic report for the year ended 30 September 2025.
The company's principal activity is that of a holding company. The performance and prospects of the wider group are detailed in the consolidated financial statements of Horsfield Group Limited, which are publicly available. The directors consider the company’s own performance and financial position to be stable and satisfactory.
During the financial year a one off restructuring of the group's property assets took place which led to a significant dividend in cash and in specie being made to the company from its wholly owned subsidiary Creamline Dairies Limited.
The principal risks and uncertainties facing the company are linked to its role as a holding company within the Horsfield Group Limited.
The company’s principal activity is the ownership of investments in subsidiary undertakings. Its performance is therefore dependent on the financial position and performance of these subsidiaries. A deterioration in the trading performance or financial position of a subsidiary could adversely affect the value of the company’s investments and the ability to receive dividend income. The company is also exposed to credit risk through amounts owed by subsidiary undertakings. The directors manage this risk by monitoring the financial performance of the subsidiaries and through active engagement with group management. Liquidity risk is considered low, given the company's reliance on intra-group funding arrangements; however, the timing and availability of cash distributions from subsidiaries are monitored regularly. The directors also ensure that the company remains compliant with its legal and regulatory obligations through established governance processes within the group. Overall, the directors consider that the principal risks to the company are mitigated as far as possible through the active management of the wider group and ongoing oversight from the company's board.
The company is a holding company and does not trade and as such does not have any financial or other key performance indicators. The directors have identified no evidence of impairment in the carrying value of investments in the subsidiary undertaking and continue to carry the investment value at cost.
Section 172(1) Statement
The directors of Swallow Holdings Limited are responsible for overseeing the operations and strategic direction of the Group and are committed to fulfilling their duties under Section 172 of the Companies Act 2006. In performing their responsibilities, the directors have had regard to the interests of the company’s key stakeholders, including shareholders, subsidiary companies, regulators, and other relevant parties.
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Swallow Holdings Limited
Strategic Report (continued)
For the year ended 30 September 2025
Stakeholder Considerations in Decision-Making As a holding company, Swallow Holdings Limited does not have direct employees or external customers, but it plays a vital role in supporting and overseeing its subsidiaries and principally in the appointment of Directors and the allocation of capital within the Group’s subsidiaries. The directors engage with the management teams of subsidiary companies to ensure that strategic decisions align with the group’s long-term objectives and the interests of shareholders. As its two ordinary shareholders are both directors of Horsfield Group Limited there is a very close alignment of shareholder goals with the direction of the Group holding company. The board regularly considers:
∙The financial performance and capital requirements of subsidiary companies, ensuring appropriate funding and governance structures.
∙The distribution of profits through dividends and reinvestment decisions to promote sustainable long-term growth.
∙The regulatory and legal frameworks in which the group operates, ensuring compliance with all relevant obligations.
∙The environmental, social, and governance (ESG) responsibilities of the group as a whole.
Long-Term Success & Governance
The directors are committed to promoting the long-term success of the company and the group. Regular board meetings provide a forum to review strategic initiatives, assess risk management processes, and monitor financial performance at both the holding and subsidiary levels. The company also engages with external advisers such as accountants, insurance brokers and lawyers where necessary to ensure robust governance, risk management and compliance. During the financial year, the board has considered a range of issues, principally relating to its capital structure and overall dividend policy, ensuring they are made in the best interests of shareholders and the wider group. The directors are satisfied that they have acted in accordance with their duties under Section 172 of the Companies Act 2006.
This report was approved by the board and signed on its behalf.
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Swallow Holdings Limited
Directors' Report
For the year ended 30 September 2025
The directors present their report and the financial statements for the year ended 30 September 2025.
The directors are responsible for preparing the strategic report, the directors' report and the financial statements in accordance with applicable law and regulations.
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 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 to 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.
The profit for the year, after taxation, amounted to £7,072,200 (2024 - £600,493).
Dividends paid during the year amounted to £3,762,738 (2024 - £600,000).
The directors do not recommend payment of a final dividend.
The company continues to develop its subsidiaries with the objective of increasing shareholder value.
Greenhouse gas emissions, energy consumption and energy efficiency action The company is exempt from SECR reporting as it is included in the group report of Horsfield Group Limited, its parent company.
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Swallow Holdings Limited
Directors' Report (continued)
For the year ended 30 September 2025
The auditors, Hurst Accountants Limited, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
This report was approved by the board and signed on its behalf.
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Swallow Holdings Limited
Independent Auditors' Report to the Members of Swallow Holdings Limited
We have audited the financial statements of Swallow Holdings Limited (the 'company') for the year ended 30 September 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 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 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.
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.
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Swallow Holdings Limited
Independent Auditors' Report to the Members of Swallow Holdings Limited (continued)
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 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.
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.
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Swallow Holdings Limited
Independent Auditors' Report to the Members of Swallow Holdings Limited (continued)
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:
Identifying and assessing potential risks related to irregularities
In identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, we considered the following:
∙The nature of the industry and sector in which the company operates; the control environment and business performance including key drivers for directors' remuneration, bonus levels and performance targets.
∙The outcome of enquiries management, including whether management was aware of any instances of non-compliance with laws and regulations, and whether management had knowledge of any actual, suspected, or alleged fraud.
∙Supporting documentation relating to the Company's policies and procedures for:
- Identifying, evaluating, and complying with laws and regulations
- Detecting and responding to the risks of fraud
∙The internal controls established to mitigate risks related to fraud or non-compliance with laws and regulations.
∙The outcome of discussions amongst the engagement team regarding how and where fraud might occur in the financial statements and any potential indicators of fraud.
∙The legal and regulatory framework in which the Company operates, particularly those laws and regulations which have a direct effect on the financial statements, such as the Companies Act 2006, pensions and tax legislation, or which had a fundamental effect on the operations of the Company, including General Data Protection requirements and Anti-bribery and Corruption.
Audit response to risks identified
Our procedures to respond to the risks identified included the following:
∙Reviewing the financial statements disclosures and testing to supporting documentation to assess compliance with the provisions of those relevant laws and regulations which have a direct effect on the financial statements.
∙Discussions with management, including consideration of known or suspected instances of non-compliance with laws and regulations and fraud.
∙Evaluation of the operating effectiveness of management’s controls designed to prevent and detect irregularities.
∙Enquiring of management about any actual and potential litigation and claims.
∙Performing analytical procedures to identify any unusual or unexpected relationships which may indicate risks of material misstatement due to fraud.
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Swallow Holdings Limited
Independent Auditors' Report to the Members of Swallow Holdings Limited (continued)
We have also considered the risk of fraud through management override of controls by:
∙Testing the appropriateness of journal entries and other adjustments, and identifying accounting transactions which may pose a heightened risk of material misstatement, whether due to fraud or error.
∙Challenging assumptions made by management in their significant accounting estimates, and assessing whether the judgements made in making accounting estimates are indicative of a potential bias; and
∙Evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business.
We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.
There are inherent limitations in the audit procedures described above, and the further removed non-compliance with laws and regulations are from the events and transactions reflected in the financial statements, the less likely we would become aware of them. 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 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.
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 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.
for and on behalf of
Chartered Accountants
Statutory Auditors
3 Stockport Exchange
Stockport
Cheshire
SK1 3GG
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Swallow Holdings Limited
Statement of Comprehensive Income
For the year ended 30 September 2025
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Swallow Holdings Limited
Registered number: 02979029
Statement of Financial Position
As at
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 12 to 18 form part of these financial statements.
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Swallow Holdings Limited
Statement of Changes in Equity
For the year ended 30 September 2025
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Swallow Holdings Limited
Notes to the Financial Statements
For the year ended 30 September 2025
Swallow Holdings Limited is a private company limited by share capital, incorporated in England, registered number 02979029. The address of the registered office and principal place of business is Mellors Road, Trafford Park, Manchester, M17 1PB. The principal activity of the company is acting as a holding company.
2.Accounting policies
The financial statements have been prepared under the historical cost convention and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires company management to exercise judgement in applying the company's accounting policies (see note 3). The following principal accounting policies have been applied:
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 3 Financial Statement Presentation paragraph 3.17(d);
∙the requirements of Section 33 Related Party Disclosures paragraph 33.7.
This information is included in the consolidated financial statements of Horsfield Group Limited as at 30 September 2025 and these financial statements may be obtained from Companies House.
The company is a parent company that is also a subsidiary included in the consolidated financial statements of a larger group by a parent undertaking established under the law of any part of the United Kingdom and is therefore exempt from the requirement to prepare consolidated financial statements under section 400 of the Companies Act 2006.
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Swallow Holdings Limited
Notes to the Financial Statements
For the year ended 30 September 2025
2.Accounting policies (continued)
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.
Depreciation is provided on the following basis:
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.
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.
Basic financial assets
Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.
Discounting is omitted where the effect of discounting is immaterial. The company's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.
Basic financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after the deduction of all its liabilities.
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Swallow Holdings Limited
Notes to the Financial Statements
For the year ended 30 September 2025
2.Accounting policies (continued)
Basic financial liabilities, which include trade and other creditors, bank loans and other loans are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial.
Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.
Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.
Management do not consider there to be any critical judgements or key sources of estimation uncertainty in the preparation of these accounts.
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Swallow Holdings Limited
Notes to the Financial Statements
For the year ended 30 September 2025
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Swallow Holdings Limited
Notes to the Financial Statements
For the year ended 30 September 2025
During the year, the company received an investment property from Creamline Dairies, a subsidiary undertaking. On the same date, the property was transferred to the parent undertaking, Horsfield Group, by way of a dividend in specie.
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Swallow Holdings Limited
Notes to the Financial Statements
For the year ended 30 September 2025
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Swallow Holdings Limited
Notes to the Financial Statements
For the year ended 30 September 2025
Share premium account
Profit and loss account
Horsfield Group Limited, is the immediate and ultimate parent company and for which the consolidated financial statements for the group are prepared. The consolidated financial statements of Horsfield Group Limited are available to the public and may be obtained from the Registrar of Companies, Companies House, Crown Way, Cardiff, C14 3UZ. The company number is 15157762 and the registered address of Horsfield Group Limited is C/O Creamline Dairies Mellors Road, Trafford Park, Manchester, United Kingdom, M17 1PB.
Horsfield Group Limited is a company under the control of C Swallow by virtue of his majority shareholding.
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