|
| Basis of 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 Auditor’s responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. |
|
| Conclusions relating to going concern |
| We have nothing to report in respect of the following matters in relation to which the ISAs (UK) require us to report to you where: |
| ● |
the director's use of the going concern basis of accounting in the preparation of the financial statements is not appropriate; or |
| ● |
the director has not disclosed in the financial statements any identified material uncertainties that may cast significant doubt about the company’s ability to continue to adopt the going concern basis of accounting for a period of at least twelve months from the date when the financial statements are authorised for issue. |
| ● |
Our responsibilities and the responsibilities of the director with respect to going concern are described in the relevant sections of this report. |
|
| Other information |
| The other information comprises the information included in the report and financial statements, other than the financial statements and our auditor's report thereon. The director is responsible for the other information. 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 there is a material misstatement in the financial statements or a material misstatement of the other information. 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 director's report for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
| ● |
the strategic report and the director's report have been prepared in accordance with applicable legal requirements. |
|
| Matters on which we are required to report by exception |
| In identifying and assessing the risk of material misstatement due to non-compliance with laws and regulations we have carried out the following: |
| ● |
Ensured that the engagement team have the appropriate competence, capabilities and skills to identify or recognise non-compliance with laws and regulations; |
| ● |
Identified the specific laws and regulations applicable to the entity through discussions with directors and management and through our own knowledge of the sector; |
| ● |
Focused on the laws and regulations we consider may have a direct effect on the financial statements, including FRS 102, the Companies Act 2006 and tax compliance legislation; |
| ● |
Reviewed the financial statement disclosures and tested these to supporting documentation to assess compliance with applicable laws and regulations; |
| ● |
Made enquiries of management; and |
| ● |
Ensured the engagement team remained alert to instances of non-compliance throughout the audit. |
|
| In identifying and assessing the risk of material misstatement due to irregularities, including fraud and how it may occur, the potential for management bias and the override of controls we have: |
| ● |
Obtained an understanding of the entity's operations, including the nature of its sources of revenue, and to understand the types of transactions, account balances, financial disclosures and business risks that may result in risk of material misstatement; |
| ● |
Vouched balances and reconciling items in key control account reconciliations to supporting documentation; |
| ● |
Carried out detailed testing, on a sample basis, to verify the completeness, existence and accuracy of transactions and balances; |
| ● |
Made enquiries of management as to where they consider there was a susceptibility to fraud, and their knowledge of any actual, suspected or alleged fraud; |
| ● |
Performed analytical procedures to identify any significant or unusual transactions; |
| ● |
Investigated the business rationale behind any significant or unusual transactions. |
| We did not identify any matters relating to non-compliance with laws and regulations, or relating to fraud. |
| Because of the inherent limitations of an audit, there is an unavoidable risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. The risk of not detecting a material misstatement due to fraud is inherently more difficult than detecting those that result from error as fraud may involve intentional concealment, forgery, collusion, omission or misrepresentation. In addition, the further removed any 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. |
|
|
Investments |
|
Investments in subsidiaries, associates and joint ventures are measured at cost less any accumulated impairment losses. Listed investments are measured at fair value. Unlisted investments are measured at fair value unless the value cannot be measured reliably, in which case they are measured at cost less any accumulated impairment losses. Changes in fair value are included in the profit and loss account. |
|
|
Financial instruments |
|
The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments. Financial instruments are recognised in the company's balance sheet 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 debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method 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. Financial assets classified as receivable within one year are not amortised. |
|
Other financial assets |
|
Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment. |
|
Classification of 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 deducting all of its liabilities. |
|
Basic financial liabilities |
|
Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised. Debt instruments are subsequently carried at amortised cost, using the effective interest rate method. Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method. |
|
|
Stocks |
|
Stocks are measured at the lower of cost and estimated selling price less costs to complete and sell. Cost is determined using the first in first out method. The carrying amount of stock sold is recognised as an expense in the period in which the related revenue is recognised. |
|
|
Debtors |
|
Short term debtors are measured at transaction price (which is usually the invoice price), less any impairment losses for bad and doubtful debts. Loans and other financial assets are initially recognised at transaction price including any transaction costs and subsequently measured at amortised cost determined using the effective interest method, less any impairment losses for bad and doubtful debts. |
|
|
Cash at bank and in hand |
|
Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities. |
|
|
Creditors |
|
Short term creditors are measured at transaction price (which is usually the invoice price). Loans and other financial liabilities are initially recognised at transaction price net of any transaction costs and subsequently measured at amortised cost determined using the effective interest method. |
|
|
Equity instruments |
|
Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company. |
|
|
Taxation |
|
A current tax liability is recognised for the tax payable on the taxable profit of the current and past periods. A current tax asset is recognised in respect of a tax loss that can be carried back to recover tax paid in a previous period. Deferred tax is recognised in respect of all timing differences between the recognition of income and expenses in the financial statements and their inclusion in tax assessments. 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. Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the reporting date and that are expected to apply to the reversal of the timing difference, except for revalued land and investment property where the tax rate that applies to the sale of the asset is used. Current and deferred tax assets and liabilities are not discounted. |
|
|
Government grants |
|
Government grants are recognised at the fair value of the asset received or receivable when there is reasonable assurance that the grant conditions will be met and the grants will be received. Government grants relating to turnover are recognised as income over the periods when the related costs are incurred. Grants relating to an asset are recognised in income systematically over the asset's expected useful life. If part of such a grant is deferred it is recognised as deferred income rather than being deducted from the asset's carrying amount. |
|
|
| 2 |
Critical accounting estimates and judgements |
|
|
In the application of the company’s accounting policies, the Director is required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods. |
|
|
| 3 |
Analysis of turnover |
2026 |
|
2025 |
| £ |
£ |
|
|
Services rendered |
216,000 |
|
195,000 |
|
|
|
|
|
|
|
|
|
|
By geographical market: |
|
|
UK |
216,000 |
|
195,000 |
|
|
|
|
|
|
|
|
|
|
| 4 |
Operating profit |
2026 |
|
2025 |
| £ |
£ |
|
This is stated after charging: |
|
|
Depreciation of owned fixed assets |
26,063 |
|
28,235 |
|
Auditors' remuneration for audit services |
3,000 |
|
2,500 |
|
|
|
|
|
|
|
|
|
|
| 5 |
Staff costs |
2026 |
|
2025 |
| £ |
£ |
|
|
Wages and salaries |
- |
|
- |
|
Social security costs |
- |
|
- |
|
Other pension costs |
- |
|
- |
|
|
|
|
|
|
- |
|
- |
|
|
|
|
|
|
|
|
|
|
|
Average number of employees during the year |
Number |
Number |
|
|
|
|
|
|
|
- |
|
- |
|
|
|
|
|
|
|
|
|
|
| 6 |
Interest payable |
2026 |
|
2025 |
| £ |
£ |
|
|
HMRC |
971 |
|
- |
|
|
|
|
|
|
|
|
|
|
| 7 |
Taxation |
2026 |
|
2025 |
| £ |
£ |
|
Analysis of charge in period |
|
Current tax: |
|
UK corporation tax on profits of the period |
43,644 |
|
39,890 |
|
|
|
|
|
|
|
|
|
|
Deferred tax: |
|
Origination and reversal of timing differences |
115,110 |
|
- |
|
|
|
|
|
|
|
|
|
|
|
Tax on profit on ordinary activities |
158,754 |
|
39,890 |
|
|
|
|
|
|
|
|
|
|
|
Factors affecting tax charge for period |
|
The differences between the tax assessed for the period and the standard rate of corporation tax are explained as follows: |
|
|
|
|
|
|
|
2026 |
|
2025 |
| £ |
£ |
|
Profit on ordinary activities before tax |
2,411,740 |
|
2,541,710 |
|
|
|
|
|
|
|
|
|
|
Standard rate of corporation tax in the UK |
25.0% |
|
24% |
|
| £ |
£ |
|
Profit on ordinary activities multiplied by the standard rate of corporation tax |
|
602,935 |
|
610,010 |
|
|
Effects of: |
|
Expenses not deductible for tax purposes |
(564,153) |
|
(576,245) |
|
Capital allowances for period in excess of depreciation |
4,862 |
|
6,125 |
|
|
Current tax charge for period |
43,644 |
|
39,890 |
|
|
|
|
|
|
|
|
|
|
|
Factors that may affect future tax charges |
|
There are no factors that are expected to affect future tax charges. |
|
|
| 8 |
Tangible fixed assets |
|
|
|
|
|
|
|
|
Land and buildings |
|
|
|
|
|
|
|
|
At cost |
| £ |
|
Cost or valuation |
|
At 1 February 2025 |
1,303,136 |
|
At 31 January 2026 |
1,303,136 |
|
|
|
|
|
|
|
|
|
|
Depreciation |
|
At 1 February 2025 |
607,231 |
|
Charge for the year |
26,063 |
|
At 31 January 2026 |
633,294 |
|
|
|
|
|
|
|
|
|
|
Carrying amount |
|
At 31 January 2026 |
669,842 |
|
At 31 January 2025 |
695,905 |
|
|
|
|
|
|
|
|
|
|
|
| 9 |
Investments |
| Investments in |
| subsidiary |
Other |
| undertakings |
investments |
Total |
| £ |
£ |
£ |
|
Cost |
|
At 1 February 2025 |
180,031 |
|
1,253,270 |
|
1,433,301 |
|
Additions |
- |
|
18,541 |
|
18,541 |
|
Disposals |
- |
|
(50,001) |
|
(50,001) |
|
|
At 31 January 2026 |
180,031 |
|
1,221,810 |
|
1,401,841 |
|
The company holds 20% or more of the share capital of the following companies: |
|
| Capital and |
Profit (loss) |
|
Company |
Shares held |
reserves |
for the year |
|
|
Class |
% |
£ |
£ |
|
Simon Howie Butchers Limited |
Ordinary |
75 |
|
13,687,282 |
|
3,923,570 |
|
Shore Energy (UK) limited |
Ordinary |
30 |
|
(373,910) |
|
- |
|
Rossco Logistics Limited |
Ordinary |
100 |
|
1 |
|
- |
|
|
| 10 |
Debtors |
2026 |
|
2025 |
| £ |
£ |
|
|
Trade debtors |
18,000 |
|
- |
|
Amounts owed by group undertakings and undertakings in which the company has a participating interest |
|
3,243 |
|
3,243 |
|
Other debtors |
389,800 |
|
18,323,282 |
|
|
|
|
|
|
411,043 |
|
18,326,525 |
|
|
|
|
|
|
|
|
|
|
| 11 |
Creditors: amounts falling due within one year |
2026 |
|
2025 |
| £ |
£ |
|
|
Amounts owed to group undertakings and undertakings in which the company has a participating interest |
|
- |
|
36,000 |
|
Corporation tax |
3,239 |
|
- |
|
Other taxes and social security costs |
9,000 |
|
9,000 |
|
Other creditors |
82,777 |
|
9,777 |
|
|
|
|
|
|
95,016 |
|
54,777 |
|
|
|
|
|
|
|
|
|
|
| 12 |
Creditors: amounts falling due after one year |
2026 |
|
2025 |
| £ |
£ |
|
|
Other creditors |
185,386 |
|
192,623 |
|
|
|
|
|
|
|
|
|
|
| 13 |
Deferred taxation |
2026 |
|
2025 |
| £ |
£ |
|
|
Accelerated capital allowances |
115,110 |
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2026 |
|
2025 |
| £ |
£ |
|
|
Charged to the profit and loss account |
115,110 |
|
- |
|
|
At 31 January |
115,110 |
|
- |
|
|
|
|
|
|
|
|
|
|
|
| 14 |
Share capital |
Nominal |
|
2026 |
|
2026 |
|
2025 |
| value |
Number |
£ |
£ |
|
Allotted, called up and fully paid: |
|
Ordinary shares |
£1 each |
|
20,000 |
|
20,000 |
|
20,000 |
|
|
|
|
|
|
|
|
|
|
| 15 |
Profit and loss account |
2026 |
|
2025 |
| £ |
£ |
|
|
At 1 February |
20,280,342 |
|
17,778,522 |
|
Profit for the financial year |
2,252,986 |
|
2,501,820 |
|
Dividends |
(20,441,950) |
|
- |
|
|
At 31 January |
2,091,378 |
|
20,280,342 |
|
|
|
|
|
|
|
|
|
|
| 16 |
Dividends |
2026 |
|
2025 |
| £ |
£ |
|
|
Dividends on ordinary shares (note 15) |
20,441,950 |
|
- |
|
|
|
|
|
|
|
|
|
|
|
| 17 |
Transactions with the director |
|
|
The director has loaned £70,000 to the company. This loan is interest free and repayable on demand. |
|
|
| 18 |
Related party transactions |
|
|
Included in other debtors is a loan to consortium company Shore Energy (UK) Limited of £224,880 (2025: £224,800), a loan to Shore Energy Limited of £150,000 (2025: £150,000) and a loan to Rossco Estates Limited (formerly Great Interest Limited) of £15,000 (2025: £17,941,950). All of these loans are interest free and have no fixed date for repayment. |
|
|
| 19 |
Controlling party |
|
|
The company's ultimate controlling party is the collective group of trustees of The Millbank 2025 Discretionary Trust and The Milton 2025 Discretionary Trust, acting jointly. No single individual exerts ultimate control. |
|
The ultimate parent undertaking of the group for which group accounts are drawn up and of which the company is a member is Rossco Estates Limited, registered in Scotland. |
|
Copies of the accounts of Rossco Estates Limited can be obtained from the Registrar, Companies House, Crown Way, Cardiff CF14 3UZ. |
|
|
| 20 |
Presentation currency |
|
|
The financial statements are presented in Sterling rounded to the nearest £. |
|
|
| 21 |
Legal form of entity and country of incorporation |
|
|
Findony Limited is a private company limited by shares and incorporated in Scotland. |
|
|
| 22 |
Principal place of business |
|
|
The address of the company's principal place of business and registered office is: |
|
|
Findony |
|
Muckhart Road |
|
Dunning |
|
Perthshire |
|
PH2 0RA |