The director presents the strategic report for the period from incorporation on 18 October 2024 to 31 March 2026. This is the company's first period of account since incorporation.
On 30 November 2024, the entire share capital of Strathspey Capital Limited was purchased from its existing shareholders by Strathspey Capital Holdings Limited. Post this transaction, Strathspey Capital Holdings Limited became the ultimate parent entity of the group including the two trading subsidiaries of Strathspey Capital Limited.
A review of the trading subsidiaries during the financial period is shown below.
James Gibb Property Management Limited
Turnover increased in the period, with underlying operating profit being maintained even after taking into consideration costs related to aligning the business with its sister company, Speirs Gumley Property Management Limited, along with investment in the company’s IT and communication systems. This builds upon the best practices across the business that began to be adopted in the previous financial year and this will allow us to continue to provide a high level of service to our clients.
Speirs Gumley Property Management Limited
Improvement in financial performance was delivered following additional investment in staffing notably in business development and support services. The benefits of group-wide best practices are now being recognised although the business continues to run independently of its sister company, James Gibb Property Management Limited. We believe the ongoing project to align all key operating processes has started to contribute to an improved customer experience which we expect will continue as a closer working model is delivered.
The Directors are satisfied that the period-end position is within expectations and demonstrates the benefit of market consolidation through our acquisitions to date. Going forward, the business will review next strategic steps as the consolidation of the businesses concludes.
The key financial highlights for the group are as follows:
Revenue £21,811,341
Operating profit £4,041,090
Business continuity risk
The continuous availability of our IT systems, infrastructural services and people are critical to our business success. Significant time and resources have and are being committed to this area to underpin our ability to continue to operate should any disruptions take place.
The Senior Leadership Team includes four experienced factoring professionals whose remit is to ensure regulatory compliance, customer service delivery in accordance with our Written Statements of Service and a drive to ensure best practice is being established as we look to align operational systems, processes and procedures.
Economic and political risk
Housebuilding continues to be an issue, with many developers now only “building to order”. This has a knock-on effect on our new business uptake with regard to new build development phases.
Broadly, though, the mature market place is unaffected by economic and political risk.
People risk
The business recognises that our staff are key to our success and as such continues to review and enhance our methods of staff interaction, bring them on our journey, seeking input, delivering new training regimes etc. We are working hard with our teams to ensure that we move forward in a manner that is inclusive and of benefit to all.
Regulatory and legal risk
Factoring in Scotland continues to be regulated by the Scottish Government through its Property Factors (Scotland) Act 2011 and its associated Code of Conduct.
During the financial period, there have been no significant updates in Scot Gov requirements or other relevant regulatory bodies which would have an impact on our business.
Future developments
Current focus continues to be placed on the alignment of internal business processes and systems within the trading subsidiaries to allow for adoption of best practices which will provide a better all round customer experience. Once this project completes this will provide the platform to allow for any future acquisitions to fit seamlessly within the Group.
On behalf of the board
The director presents his annual report and financial statements for the period from incorporation on 18 October 2024 to 31 March 2026.
The results for the period are set out on page 9.
No ordinary dividends were paid. The director does not recommend payment of a further dividend.
The director who held office during the period and up to the date of signature of the financial statements was as follows:
Johnston Carmichael were appointed as auditor to the group and in accordance with section 485 of the Companies Act 2006, a resolution proposing that they be re-appointed will be put at a General Meeting.
The group has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the group's strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the directors' report. It has done so in respect of future developments.
We have audited the financial statements of Strathspey Capital Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the period ended 31 March 2026 which comprise the Group Statement of Comprehensive Income, the Group Balance Sheet, the Company Balance Sheet, the Group Statement of Changes in Equity, the Company Statement of Changes in Equity, the Group Statement of Cash Flows and Notes to the Financial Statements, including 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).
Basis for opinion
Conclusions relating to going concern
Other information
Opinions on other matters prescribed by the Companies Act 2006
As explained more fully in the director's responsibilities statement, the director is 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 director determines 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 director is responsible for assessing the parent 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 director either intends to liquidate the parent company or to cease operations, or has no realistic alternative but to do so.
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 assessed whether the engagement team collectively had the appropriate competence and capabilities to identify or recognise non-compliance with laws and regulations by considering their experience, past performance and support available.
All engagement team members were briefed on relevant identified laws and regulations and potential fraud risks at the planning stage of the audit. Engagement team members were reminded to remain alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.
Extent to which the audit was considered capable of detecting irregularities, including fraud (continued)
We obtained an understanding of the legal and regulatory frameworks that are applicable to the group and the parent company, focusing on provisions of those laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements. The most relevant frameworks we identified include:
UK GAAP
Companies Act 2006
Corporation Tax legislation
VAT legislation
Property Factors (Scotland) Act 2011
We gained an understanding of how the group and parent company is complying with these laws and regulations by making enquiries of management and those charged with governance. We corroborated these enquiries through our review of submitted returns, external inspections, relevant correspondence with regulatory bodies and board meeting minutes.
We assessed the susceptibility of the group's and parent company's financial statements to material misstatement, including how fraud might occur, by meeting with management and those charged with governance to understand where it was considered there was susceptibility to fraud. This evaluation also considered how management and those charged with governance were remunerated and whether this provided an incentive for fraudulent activity. We considered the overall control environment and how management and those charged with governance oversee the implementation and operation of controls. In areas of the financial statements where the risks were considered to be higher, we performed procedures to address each identified risk. We identified a heightened fraud risk in relation to:
Management override of controls
Revenue recognition
In addition to the above, the following procedures were performed to provide reasonable assurance that the financial statements were free of material fraud or error:
Reviewing minutes of meetings of those charged with governance for reference to: breaches of laws and regulation or for any indication of any potential litigation and claims; and events or conditions that could indicate an incentive or pressure to commit fraud or provide an opportunity to commit fraud;
Reviewing the level and reasoning behind the group and parent company's procurement of legal and professional services;
Performing audit procedures over the risk of management override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and assessing judgements made by management in their calculation of accounting estimates for potential management bias;
Selecting a sample of income from each material revenue stream and tracing through to supporting documentation, subsequent receipt to bank and inclusion within the financial statements;
Completion of appropriate checklists and use of our experience to assess the group’s and parent company’s compliance with the Companies Act 2006; and
Agreement of the financial statement disclosures to supporting documentation.
Our audit procedures were designed to respond to the risk of material misstatements in the financial statements, 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 intentional concealment, forgery, collusion, omission or misrepresentation. There are inherent limitations in the audit procedures performed 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 are to become aware of it.
Use of our report
This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditor's 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.
As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s loss for the period was £202,315.
Strathspey Capital Holdings Limited (“the company”) is a private limited company domiciled and incorporated in Scotland. The registered office is 3rd Floor, Red Tree Magenta, 270 Glasgow Road, Rutherglen, Glasgow, G73 1UZ.
The group consists of Strathspey Capital Holdings Limited and all of its subsidiaries.
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
The parent company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements for parent company information presented within the consolidated financial statements:
Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures; and
Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.
The company and group has also taken advantage of the exemption available under section 33 of FRS 102 to not disclose transactions between wholly owned group companies.
The consolidated group financial statements consist of the financial statements of the parent company Strathspey Capital Holdings Limited together with all entities controlled by the parent company (its subsidiaries).
All financial statements are made up to 31 March 2026. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.
All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.
Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases. For the acquisition of the Strathspey Capital Limited group, this is deemed to be 30 November 2024.
At the time of approving the financial statements, the director has a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. Thus the director continues to adopt the going concern basis of accounting in preparing the financial statements.
For the parent company Strathspey Capital Holdings Limited, a letter of support from its subsidiaries confirms they will continue to make funds available for the parent company to meet its obligations and, in the case of Strathspey Capital Limited, will not require repayment of its intercompany balance with the parent company of £13,759,868 for at least 12 months from the date of the financial statements for the period ended 31 March 2026. Therefore, the financial statements of the parent company have been prepared on a going concern basis.
The group and parent company's financial statements have been prepared for the period 18 October 2024 to 31 March 2026. The group financial statements include the trading results of Strathspey Capital Holdings Limited for the full period, and the trading results of the subsidiaries from their date of acquisition, being 30 November 2024.
Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. Sales are recognised at the point at which the company has fulfilled its contractual obligations to the customer.
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.
In the parent company financial statements, investments in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.
A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.
The group 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 group's balance sheet when the group becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset and 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, 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.
Financial assets are assessed for indicators of impairment at each reporting end date.
Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.
If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.
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 group after deducting all of its liabilities.
Basic financial liabilities, including creditors, bank and other loans, 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.
Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.
Equity instruments issued by the group 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 group.
The tax expense represents the sum of the tax currently payable and deferred tax.
The tax currently payable is based on taxable profit for the period. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.
Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.
Assets held under finance leases are recognised as assets at the lower of the assets fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the balance sheet as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to profit or loss so as to produce a constant periodic rate of interest on the remaining balance of the liability.
Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.
In the application of the group’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.
The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.
Certain classes of shares bring with them entitlement to a level of economic value or payout to the holders, all of whom are employees or directors of group companies. Such value is dependent upon a number of vesting factors and transaction milestones, each of which have a significant level of uncertainty associated with them. The director of the company have made a judgment that the current value of such potential future payouts is immaterial and therefore has not been recognised within these financial statements.
The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.
Determining the useful life of goodwill requires the director to estimate the expected period in which economic benefits are expected to flow to the entity. The director has assessed that the goodwill generated from business combinations has a useful economic life of 20 years, the expected period in which economic benefits are expected to flow to the entity as a result of the associated business combination.
The accounting for acquisition of Strathspey Capital Limited required the director to make significant estimation in regards to both the consideration transferred and the fair value of the acquired assets. In the absence of external valuations at the acquisition date, management estimated the fair value of the assets acquired to be equivalent to their book value. A merger reserve has also been created in the consolidated and company financial statements which represents the difference between the fair value and the nominal value of the consideration shares issued by the company.
The average monthly number of persons (including directors) employed by the group and company during the period was:
Their aggregate remuneration comprised:
The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 1.
No salary remuneration is paid to the director. Key management personnel is deemed to be the director and therefore no separate disclosure is made.
The actual charge for the period can be reconciled to the expected charge/(credit) for the period based on the profit or loss and the standard rate of tax as follows:
Other intangible assets represent factoring books acquired in previous accounting periods which are amortised over a period of 20 years.
The net carrying value of tangible fixed assets includes the following in respect of assets held under finance leases or hire purchase contracts.
Details of the company's subsidiaries at 31 March 2026 are as follows:
James Gibb Property Management Limited, Speirs Gumley Property Management Limited and Speirs Gumley Limited are subsidiaries of Strathspey Capital Limited.
On 31 March 2026, Speirs Gumley Limited entered into members' voluntary liquidation. As part of the MVL process, the shares in Speirs Gumley Property Management Limited were transferred to Strathspey Capital Limited from Speirs Gumley Limited.
Amounts owed to group undertakings by the parent company are unsecured, interest free and repayable on demand.
Included within other creditors are unsecured loan notes totalling £5,500,000 issued during the period. The aggregate amount outstanding at the balance sheet date, including accrued and unpaid interest of £376,652, was £5,876,652. The loan notes are unsecured, repayable in June 2033 and accrue a 5% interest charge per annum.
The bank loans are secured by way of a floating charge over the assets of all group companies. In addition to the floating charge, there is a composite guarantee in place between all group companies and the bank.
The bank loans bear interest between 4% and 10% plus Bank of England base rate with amounts repayable over the loan terms until June 2028.
Hire purchase lease payments represent rentals payable by the company or group for certain items of fixtures and fittings. Leases include purchase options at the end of the lease period, and no restrictions are placed on the use of the assets. The average lease term is 3 years. All leases are on a fixed repayment basis and no arrangements have been entered into for contingent rental payments.
All lease obligations are secured over the assets in which they relate to.
The following are the major deferred tax assets recognised by the group and company, and movements thereon:
The deferred tax liability set out above is expected to reverse within 12 months of the balance sheet date.
A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund. Contributions payable and included within other creditors at the period-end are £45,258.
Share movements
On incorporation, the company issued 1 Ordinary share of 0.01p each.
On 30 November 2024, the company issued 699,999 Ordinary shares of 0.01p each, 70,000 Ordinary A shares of 0.01p each and 77,780 Ordinary B shares of 0.01p each.
On 31 March 2026, the company issued 25,737 Ordinary C shares of 1p each.
Share class rights
Ordinary shares carry one voting right for each share held and have equal rights to receive dividends and distributions upon winding up of the company.
Ordinary A, B and C shares carry no voting rights, and have equal rights to receive dividends and distributions upon winding up of the company.
Other reserves
On 30 November 2024, the company acquired the entire issued share capital of Strathspey Capital Limited the consideration of which includes consideration shares as disclosed in Note 26. A merger reserve of has been created in the consolidated and company financial statements which represents the difference between the fair value and the nominal value of the consideration shares issued by the company as required by section 612 of the Companies Act 2006.
Profit and loss reserve
The profit and loss reserve records the group's and parent company's retained earnings.
On 30 November 2024, the company acquired the entire issued share capital of Strathspey Capital Limited. The fair value of the net liabilities acquired was £5,028,839 and the resulting goodwill of £39,562,259 has been capitalised and will be amortised over its estimated useful life of 20 years being the period over which the directors expect the benefit to be derived. This is the first acquisition undertaken by the group, which was formed to facilitate a reorganisation of the corporate structure. The goodwill arising from the acquisition reflects the value of operating cash flows expected to flow to the group and is attributable to the acquiree's ongoing business operations.
The company is party to a floating charge and composite guarantee arrangement in respect of the group's banking facilities. The bank borrowings subject to the floating charge and composite are disclosed within the Strathspey Capital Limited financial statements.
At the reporting end date the group and parent company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:
Group and parent company
The company transacted with a company under common directorship in the period. During the period, the company received interest income of £379,688 and at the period end was due £7,973,438 from the related party.
Group
The group transacted with a company under common directorship in the period. During the period, the company recognised an interest expense of £24,932 and was due £533,333 to the related party.