REGISTERED NUMBER: |
FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2021 |
FOR |
ARMILA CAPITAL LIMITED |
REGISTERED NUMBER: |
FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2021 |
FOR |
ARMILA CAPITAL LIMITED |
ARMILA CAPITAL LIMITED (REGISTERED NUMBER: 08280584) |
CONTENTS OF THE FINANCIAL STATEMENTS |
FOR THE YEAR ENDED 31 DECEMBER 2021 |
Page |
Company Information | 1 |
Balance Sheet | 2 |
Notes to the Financial Statements | 3 |
ARMILA CAPITAL LIMITED |
COMPANY INFORMATION |
FOR THE YEAR ENDED 31 DECEMBER 2021 |
DIRECTORS: |
REGISTERED OFFICE: |
REGISTERED NUMBER: |
AUDITORS: |
204 Field End Road |
Eastcote |
Middlesex |
HA5 1RD |
ARMILA CAPITAL LIMITED (REGISTERED NUMBER: 08280584) |
BALANCE SHEET |
31 DECEMBER 2021 |
31.12.21 | 31.12.20 |
Notes | £ | £ |
FIXED ASSETS |
Tangible assets | 4 |
Investments | 5 |
CURRENT ASSETS |
Debtors | 6 |
Cash at bank and in hand |
CREDITORS |
Amounts falling due within one year | 7 | ( |
) | ( |
) |
NET CURRENT ASSETS |
TOTAL ASSETS LESS CURRENT LIABILITIES |
CREDITORS |
Amounts falling due after more than one year |
8 |
( |
) |
( |
) |
PROVISIONS FOR LIABILITIES | ( |
) | ( |
) |
NET ASSETS |
CAPITAL AND RESERVES |
Called up share capital |
Retained earnings | ( |
) | ( |
) |
SHAREHOLDERS' FUNDS |
In accordance with Section 444 of the Companies Act 2006, the Income Statement has not been delivered. |
The financial statements were approved by the Board of Directors and authorised for issue on |
ARMILA CAPITAL LIMITED (REGISTERED NUMBER: 08280584) |
NOTES TO THE FINANCIAL STATEMENTS |
FOR THE YEAR ENDED 31 DECEMBER 2021 |
1. | STATUTORY INFORMATION |
Armila Capital Limited is a |
2. | ACCOUNTING POLICIES |
Basis of preparing the financial statements |
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. |
Critical accounting judgements and key sources of estimation uncertainty |
In the application of the company's accounting policies, the directors are 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. |
There are no key judgements and sources of estimation uncertainty that have a significant effect on the amounts recognised in the financial statements. |
Going concern |
The financial statements have been prepared on a going concern basis. In assessing whether the company is a going concern, the directors have considered the ability of the company to have sufficient access to working capital for twelve months from the date of approval of the financial statements in order to meet its obligations as and when they fall due. |
This assessment has included the preparation of financial projections to December 2025, including an assessment of expected revenues, expenditure and the settlement of liabilities due and expected to fall due within the projection period. |
The financial projections prepared by the directors indicate continued reliance on Kuwaiti European Holding Company (K.S.C.) ("KEH") and other related companies through a combination of cost recharges, advisory fees and if required, provision of financial support, particularly in the immediate future while other business development activities advance. The directors are satisfied that these related companies have the intention to provide such financial support for at least the next twelve months from the date of approval of the financial statements. A letter of support has been provided by KEH. |
However, this support is not legally binding and the ability to provide such support (either through commercial, loan or equity investment arrangements) is contingent on access to readily liquid funds by KEH and the related companies, which in turn relies on conversion of receivables to cash, successful future commercial activity and further investment at the date of approval of the financial statements. |
The directors retain a high degree of confidence in the company's prospects and if required, the provision of ongoing support from its existing shareholders and therefore continue to adopt the going concern basis of preparation for the financial statements. |
ARMILA CAPITAL LIMITED (REGISTERED NUMBER: 08280584) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 DECEMBER 2021 |
2. | ACCOUNTING POLICIES - continued |
Turnover |
Turnover is measured at the fair value of the consideration received or receivable and represents the amount receivable for goods supplied or services rendered, net of returns, discounts and rebates allowed by the company and value added taxes. |
The company bases its estimate of returns on historical results, taking into consideration the type of customer, the type of transaction and the specifics of each arrangement. |
Where the consideration receivable in cash or cash equivalents is deferred, and the arrangement constitutes a financing transaction, the fair value of the consideration is measured as the present value of all future receipts using the imputed rate of interest. |
The Company recognises revenue when (a) the significant risks and rewards of ownership have been transferred to the buyer; (b) the group retains no continuing involvement or control over the goods; (c) the amount of revenue can be measured |
reliably; (d) it is probable that future economic benefits will flow to the entity and (e) when the specific criteria relating to each of the group’s sales channels have been met, as described below. |
Tangible fixed assets |
Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of |
depreciation and any impairment losses. |
Depreciation is provided at the following annual rates in order to write off the cost less estimated residual value of each asset over its estimated useful life. |
Fixtures and fittings - 20% on reducing balance |
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. |
Investments in subsidiaries |
Investments in subsidiary undertakings are recognised at cost. |
ARMILA CAPITAL LIMITED (REGISTERED NUMBER: 08280584) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 DECEMBER 2021 |
2. | ACCOUNTING POLICIES - continued |
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, including trade and other receivables, cash and bank balances and investments in commercial paper, are initially recognised at transaction price, 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. |
Such assets are subsequently carried at amortised cost using the effective interest method. |
At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. 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. |
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. |
Financial assets are derecognised when (a) the contractual rights to the cash flows from the asset expire or are settled; or (b) substantially all the risks and rewards of the ownership of the asset are transferred to another party; or (c) despite having retained some significant risks and rewards of ownership, control of the asset has been transferred to another party who has the practical ability to unilaterally sell the asset to an unrelated third party without imposing additional restrictions. |
Financial Liabilities |
Basic financial liabilities, including trade and other payables, 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 receipts discounted at a market rate of interest. |
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method. |
Fees paid on the establishment of loan facilities are recognised as transaction costs of the loan to the extent that it is probable that some or all of the facility will be drawn down. In this case, the fee is deferred until the draw-down occurs. To the extent there is no evidence that it is probable that some or all of the facility will be drawn down, the fee is capitalised as a pre-payment for liquidity services and amortised over the period of the facility to which it relates. |
Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts 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 payables are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method. |
Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. |
Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless they are included in a hedging arrangement. |
ARMILA CAPITAL LIMITED (REGISTERED NUMBER: 08280584) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 DECEMBER 2021 |
2. | ACCOUNTING POLICIES - continued |
Financial liabilities are derecognised when the liability is extinguished, that is when the contractual obligation is discharged, cancelled or expires. |
Taxation |
Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. |
Current or deferred taxation assets and liabilities are not discounted. |
Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date. |
Deferred tax |
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date. |
Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference. |
Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. |
Foreign currencies |
Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result. |
Hire purchase and leasing commitments |
Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease. |
Pension costs and other post-retirement benefits |
The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate. |
Impairment of financial assets |
Financial assets, other than those held at fair value through profit and loss, 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. |
Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase. |
Derecognition of financial assets |
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company 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. |
ARMILA CAPITAL LIMITED (REGISTERED NUMBER: 08280584) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 DECEMBER 2021 |
3. | EMPLOYEES AND DIRECTORS |
The average number of employees during the year was |
4. | TANGIBLE FIXED ASSETS |
Plant and |
machinery |
etc |
£ |
COST |
At 1 January 2021 |
and 31 December 2021 |
DEPRECIATION |
At 1 January 2021 |
Charge for year |
At 31 December 2021 |
NET BOOK VALUE |
At 31 December 2021 |
At 31 December 2020 |
5. | FIXED ASSET INVESTMENTS |
Shares in |
group |
undertaking |
£ |
COST |
At 1 January 2021 |
Additions |
At 31 December 2021 |
NET BOOK VALUE |
At 31 December 2021 |
At 31 December 2020 |
6. | DEBTORS |
31.12.21 | 31.12.20 |
£ | £ |
Amounts falling due within one year: |
Trade debtors |
Other debtors |
Amounts falling due after more than one year: |
Other debtors |
Aggregate amounts |
ARMILA CAPITAL LIMITED (REGISTERED NUMBER: 08280584) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 DECEMBER 2021 |
7. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
31.12.21 | 31.12.20 |
£ | £ |
Trade creditors |
Taxation and social security |
Other creditors |
8. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR |
31.12.21 | 31.12.20 |
£ | £ |
Other creditors |
9. | DISCLOSURE UNDER SECTION 444(5B) OF THE COMPANIES ACT 2006 |
The Report of the Auditors was unqualified. |
for and on behalf of |
10. | CONTINGENT LIABILITY / ASSET |
The company acknowledges a contingent liability in accordance with UK Financial Reporting Standard 102 ("FRS 102") due to a third-party loan arrangement related to the acquisition of an Investment. The terms of the loan stipulate that the lender assumes all risks and benefits associated with the Investment. Consequently, the company has netted off the financial liability arising from this loan against the carrying amount of the Investment in its financial statements. |
The contingent liability arises from the company's obligation to transfer the Investment back to the lender in the event of settlement of all liabilities under the loan agreement. The terms of the loan grant the lender the right to require the company to transfer the Investment as a means of settling the outstanding obligations under the loan. |
The company believes that the possibility of the contingent liability being realized is remote, as the lender bears all associated risks and benefits, and the company has no substantive obligation to settle the liability in cash or other financial assets. |
This contingent liability note is presented for informational purposes only and does not represent a present obligation of the company to transfer the Investment to the lender. |
11. | DIRECTORS' ADVANCES, CREDITS AND GUARANTEES |
Included in administrative expenses is an amount of £120,000 (2020: £120,000) for consultancy services to Mr C Thanassoulas. |
All transactions were at Market Value. |
ARMILA CAPITAL LIMITED (REGISTERED NUMBER: 08280584) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 DECEMBER 2021 |
12. | RELATED PARTY DISCLOSURES |
London Resort Company Holdings Limited, a company under common control, owed the company the following amounts: £5,760,088 (2020: £5,318,101) included in debtors due within one year. And £1m (2020:£1m) included in debtors due after more than one year. |
Ebbsfleet United Football Club Limited, a company under common control, owed the company £78,532 (2020:£78,532) included in debtors due within one year. |
Kuwaiti European Holding Company K.S.C. (Kuwait), a shareholder, owed the company £1,261,721 (2020: |
£1,043,830) included in debtors due after more than one year. |
Landmarque Property Group Ltd, a company incorporated in Ireland under common control owed the Company £2,600,000 (2020: £2,600,000) at the year end which was included in debtors due after more than one year and the interest of £281,667 (2020: £21,667) included in accrued income due within one year. |
LRCH Hotel 1 Ltd, a company under common control, owed the Company £2,350 (2020: was owed £50,598) included in debtors due within one year. LRCH Hotel 1 Ltd also owed the Company a loan balance of £1,056,000 (2020: £1,056,000) at the year end which was included in debtors due after more than one year and the interest of £114,400 (2020: £8,800) was included in accrued income due within one year. |
The company owed KEHC (UK) Limited, a company under common control, £5,433,333 (2020: £5,033,333) in relation to the matched UK Government backed Future Fund which was included in creditors due after more than one year. |
KEH Group Ltd, a company under common control, was owed £10,031 (2020:£nil) included in creditors due within one year. |
In the opinion of the directors there are no additional key management personnel other than the board of directors. The total compensation paid to key management personnel for services provided to the company was £120,000 (2020: £121,605). |
13. | POST BALANCE SHEET EVENTS |
Subsidiary |
On 16 March 2022, the company incorporated a wholly owned subsidiary, Armila EMEA Real Estate Ltd. |
Allotment of shares |
On 30 March 2022, 824,841 of shares were allotted a £0.10 nominal value per share. |
14. | ULTIMATE CONTROLLING PARTY |
There is no party that has control of the Company. |