Registered number:
For the Year Ended
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Pentland Properties Limited
Company Information
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Pentland Properties Limited
Contents
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Pentland Properties Limited
Strategic Report
For the Year Ended 31 January 2023
The directors present their strategic report for the year ended 31 January 2023.
The main activities of the business were the purchase and sale of land, and the building of new build housing in the Southeast of England.
The housing market has undoubtedly slowed following the inflationary pressure in the economy. A number of factors have contributed to this including the war in Ukraine and the recovery from the Covid pandemic. The associated increase in interest rates and the removal of the Help to Buy have reduced the numbers of buyers in the market. The directors are reporting a turnover decrease to £20.8m (-51%) but with pre-tax profits up to £1.8m (+89%) from £1.1m in 2022. Turnover in 2022 contained a large land sale to Barratt Homes for the site at Saxon Place. Financial key performance indicators
At the time of writing there is considerable uncertainty with rising inflation, increase in interest rates and the war in Ukraine hitting consumer confidence and resulting in a slowdown in the housing market. The company builds good quality housing that remains in short supply in the Southeast and we are confident that there will remain a demand for this.
The company has no borrowing. Interest rate rises will impact the wider housing market though mortgage rate rises but the company is in a good position with its development sites forward sold and nearing completion.
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Pentland Properties Limited
Strategic Report (continued)
For the Year Ended 31 January 2023
The company is well funded with no debt, shareholder funds at £13.6m leaving the company well capitalised to explore new land opportunities.
This report was approved by the board and signed on its behalf.
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Pentland Properties Limited
Directors' Report
For the Year Ended 31 January 2023
The directors present their report and the financial statements for the year ended 31 January 2023.
The directors are responsible for preparing the Strategic Report, the Directors' Report and the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period.
In preparing these financial statements, the directors are required to:
∙select suitable accounting policies for the Company's financial statements and then apply them consistently;
∙make judgments and accounting estimates that are reasonable and prudent;
∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and to enable them to ensure that the financial statements comply with the Companies Act 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 £1,415,907 (2022 - £750,382).
The company paid dividends of £500,000 (2022: £2,250,000) during the year.
The directors who served during the year were:
Objectives and policies The company's objectives are to return consistent profits to shareholders, while maintaining good asset cover to support external funding. The company will work to obtain planning permissions on land that it holds, and to develop and sell homes and other properties. The company's accounting policies allow for valuation of land at the lower of cost and net realisable value. The directors believe that the market value of land in its possession, both with and without planning permission, is considerably higher than the value shown in the accounts.
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Pentland Properties Limited
Directors' Report (continued)
For the Year Ended 31 January 2023
Going to concern The activities of the company and the factors that are likely to affect its future development. financial position and risk management objectives are described in the Strategic Report. The company has appropriate financial resources and access to further funding, and the directors consider that the company is in a strong position to manage its business risks and to take advantage of the current favourable market conditions in the house-building industry. Consequently they continue to adopt the going concern basis in preparing the annual report and accounts.
The Strategic Report includes disclosure of the company's principal risks and exposure. Disclosure in respect of future developments has also been included as part of the Strategic Report.
Under section 487(2) of the Companies Act 2006, Kreston Reeves LLP will be deemed to have been reappointed as auditors 28 days after these financial statements were sent to members or 28 days after the latest date prescribed for filing the accounts with the registrar, whichever is earlier.
This report was approved by the board and signed on its behalf.
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Pentland Properties Limited
Independent Auditors' Report to the Members of Pentland Properties Limited
We have audited the financial statements of Pentland Properties Limited (the 'Company') for the year ended 31 January 2023, which comprise the Statement of Comprehensive Income, the Balance Sheet, the Statement of Cash Flows, 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).
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
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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Pentland Properties Limited
Independent Auditors' Report to the Members of Pentland Properties 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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Pentland Properties Limited
Independent Auditors' Report to the Members of Pentland Properties 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:
Capability of the audit in detecting irregularities, including fraud: Based on our understanding of the company and industry, and through discussion with the directors and other management (as required by auditing standards), we identified that the principal risks of non-compliance with laws and regulations related to health and safety, anti-bribery and employment law. We considered the extent to which non-compliance might have a material effect on the financial statements. We also considered those laws and regulations that have a direct impact on the preparation of the financial statements such as the Companies Act 2006. We communicated identified laws and regulations throughout our team and remained alert to any indications of non-compliance throughout the audit. We evaluated management’s incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls), and determined that the principal risks were related to posting inappropriate journal entries to increase revenue or reduce expenditure, management bias in accounting estimates and judgemental areas of the financial statements such as the valuation of work in progress. Audit procedures performed by the company engagement team included: Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance.
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.
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Pentland Properties Limited
Independent Auditors' Report to the Members of Pentland Properties Limited (continued)
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 Auditor
37 St Margaret's Street
Kent
CT1 2TU
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Pentland Properties Limited
Statement of Comprehensive Income
For the Year Ended 31 January 2023
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Pentland Properties Limited
Registered number: 06304626
Balance Sheet
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 13 to 24 form part of these financial statements.
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Pentland Properties Limited
Statement of Changes in Equity
For the Year Ended 31 January 2023
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Pentland Properties Limited
Statement of Cash Flows
For the Year Ended 31 January 2023
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Pentland Properties Limited
Notes to the Financial Statements
For the Year Ended 31 January 2023
Pentland Homes Limited is a private company limited by share, incorporated in England and Wales with
registration number 01031651. The address of its registered office is Etchinghill Golf Club, Etchinghill, Folkestone, Kent, CT18 8FA. The principal activity of the company in the year under review was the purchase and sale of land, and the building of new build housing in the Southeast of England.
2.Accounting policies
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies 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 management to exercise judgment in applying the Company's accounting policies (see note 3).
The company's functional currency is Pounds Sterling.
The company's financial statements are presented to the nearest £.
The following principal accounting policies have been applied:
The activities of the company and the factors that are likely to affect its future development, financial
position and risk management objectives are described in the Strategic Report. The company has considerable financial resources and access to further funding, and the directors consider that the company is in a strong position to manage its business risks and to take advantage of the continuing market conditions in the house-building industry. Consequently, they continue to adapt the going concern basis in preparing the annual report and accounts.
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Pentland Properties Limited
Notes to the Financial Statements
For the Year Ended 31 January 2023
2.Accounting policies (continued)
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:
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Pentland Properties Limited
Notes to the Financial Statements
For the Year Ended 31 January 2023
2.Accounting policies (continued)
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Pentland Properties Limited
Notes to the Financial Statements
For the Year Ended 31 January 2023
2.Accounting policies (continued)
Provisions are charged as an expense to profit or loss in the year that the Company becomes aware of the obligation, and are measured at the best estimate at the balance sheet date of the expenditure required to settle the obligation, taking into account relevant risks and uncertainties. When payments are eventually made, they are charged to the provision carried in the Balance Sheet.
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Pentland Properties Limited
Notes to the Financial Statements
For the Year Ended 31 January 2023
2.Accounting policies (continued)
Financial liabilities and equity are classified according to the substance of the financial instrument's contractual obligations, rather than the financial instrument's legal form.
Financial liabilities within the scope of IAS 39 are initially classified as financial liabilities at fair value through profit or loss, loans and borrowings, or as derivatives designated as hedging instruments in an effective hedge, as appropriate.
The company determines the classification of its financial liabilities at initial recognition. All financial liabilities are recognised initially at fair value and in the case of loans and borrowings, plus directly attributable transaction costs. Subsequently, the measurement of financial liabilities depends on their classification as follows: After initial recognition, interest bearing loans and borrowings are subsequently measured at amortised cost using the effective interest method. Gains and losses arising on the repurchase, settlement or otherwise cancellation of liabilities are recognised respectively in finance revenue and finance cost. Where an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such as an exchange or modification, this is treated as a derecognition of the original liability, such that the difference in the respective carrying amounts together with any costs or fees incurred are recognised in profit or loss.
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Pentland Properties Limited
Notes to the Financial Statements
For the Year Ended 31 January 2023
The Company makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, rarely equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are outlined below: (i) Valuation of inventories The Company values inventories at the lower of cost and net realisable value. The net realisable value is based on the judgement of the probability that planning consent will be granted for each site. The Company believes that based on directors' experience, planning consent will be given. If planning consent was not achieved, then a provision may be required against inventories. In applying the Company's accounting policy for the valuation of inventories the directors are required to assess the expected selling price and costs to sell each of the plots or units that constitute the Company's work in progress. Cost includes the cost of acquisition sites, the cost or infrastructure and construction works, and legal and professional fees incurred during development prior to sale. Estimation of selling price is subject to significant inherent uncertainties, in particular the prediction of future trends in the market value of land. Whilst the directors exercise due care and attention to make reasonable estimates, taking into account all available information in estimating the future selling price, the estimates will, in all likelihood, differ from actual selling prices achieved in future periods and these differences may, in certain circumstances, be very significant. The critical judgement in respect of receipt of planning consent further increases the level of estimation uncertainty.
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Pentland Properties Limited
Notes to the Financial Statements
For the Year Ended 31 January 2023
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Pentland Properties Limited
Notes to the Financial Statements
For the Year Ended 31 January 2023
The main rate of corporation tax increased on 1 April 2023 to 25%, for companies with taxable profits above £250,000. Companies with taxable profits below £50,000 will continue to pay at 19%, and marginal relief will apply between these thresholds. This charge formed part of the Finance Bill 2021, which was substantively enacted on 24 May 2021, and is applicable at the reporting date.
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Pentland Properties Limited
Notes to the Financial Statements
For the Year Ended 31 January 2023
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Pentland Properties Limited
Notes to the Financial Statements
For the Year Ended 31 January 2023
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Pentland Properties Limited
Notes to the Financial Statements
For the Year Ended 31 January 2023
During the year the directors reviewed the position relating to associated company debt and directors loans. As the loans have been provided by associated entities and the directors without formal loan agreements it is deemed that these are therefore repayable on demand. As such, these balances have been moved to creditors less than one year.
In addition, the prior year work in progress was reviewed by management and they noted that the financial statements had incorrectly overstated it by an amount of £5.34m which had been included within provisions rather than forming part of stock. The prior year adjustment has been included within these financial statements reducing the stock balance from £15,015,479 to £9,675,170.
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Pentland Properties Limited
Notes to the Financial Statements
For the Year Ended 31 January 2023
P N Tory and J N Tory are the ultimate controlling parties by virtue of their majority shareholding in the company.
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