Elland Road Limited
Annual Report and Financial Statements
For the year ended 30 June 2022
Company registration number 13073395 (England and Wales)
Elland Road Limited
Company Information
Directors
A Radrizzani
C Meador
M Marinelli
A R Kinnear
Company number
13073395
Registered office
Elland Road Stadium
Elland Road
Leeds
United Kingdom
LS11 0ES
Auditor
Moore Kingston Smith LLP
Charlotte Building
17 Gresse Street
London
W1T 1QL
Elland Road Limited
Contents
Page
Statement of financial position
1
Statement of changes in equity
2
Notes to the financial statements
3 - 12
Elland Road Limited
Statement of Financial Position
As at 30 June 2022
30 June 2022
Page 1
2022
2021
Notes
£
£
£
£
Non-current assets
Investment property
8
25,000,000
25,000,000
Current assets
Trade and other receivables
9
1,739,130
813,043
Cash and cash equivalents
472,980
2,212,110
813,043
Current liabilities
9
(657,691)
(162,578)
Net current assets
1,554,419
650,465
Net assets
26,554,419
25,650,465
Equity
Called up share capital
11
100
100
Share premium account
12
24,999,900
24,999,900
Retained earnings
1,554,419
650,465
Total equity
26,554,419
25,650,465
The directors of the company have elected not to include a copy of the income statement within the financial statements.true
These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies' regime.
The financial statements were approved by the board of directors and authorised for issue on 8 August 2023 and are signed on its behalf by:
M Marinelli
Director
Company Registration No. 13073395
Elland Road Limited
Statement of Changes in Equity
For the year ended 30 June 2022
Page 2
Share capital
Share premium account
Retained earnings
Total
Notes
£
£
£
£
Balance at 9 December 2020
-
-
Period ended 30 June 2021:
Profit and total comprehensive income for the period
-
-
650,465
650,465
Issue of share capital
11
100
24,999,900
-
25,000,000
Balance at 30 June 2021
100
24,999,900
650,465
25,650,465
Year ended 30 June 2022:
Profit and total comprehensive income for the year
-
-
1,303,954
1,303,954
Transactions with owners in their capacity as owners:
Dividends
7
-
-
(400,000)
(400,000)
Balance at 30 June 2022
100
24,999,900
1,554,419
26,554,419
Elland Road Limited
Notes to the Financial Statements
For the year ended 30 June 2022
Page 3
1
Accounting policies
Company information
Elland Road Limited is a private company limited by shares incorporated in England and Wales. The registered office is Elland Road Stadium, Elland Road, Leeds, United Kingdom, LS11 0ES. The company's principal activities and nature of its operations are disclosed in the directors' report.
1.1
Accounting convention
The financial statements have been prepared in accordance with Financial Reporting Standard 101 Reduced Disclosure Framework (“FRS 101”). The amendments to FRS 101 (2014/15 Cycle) issued in July 2015 have been applied.
In preparing these financial statements, the company applies the recognition, measurement and disclosure requirements of International Financial Reporting Standards as adopted by the EU (“Adopted IFRSs”), but makes amendments where necessary in order to comply with Companies Act 2006 and has set out below where advantage of the FRS 101 disclosure exemptions has been taken.
The company’s ultimate parent undertaking, Aser Group Holding Pte Limited includes the company in its consolidated financial statements. The consolidated financial statements of Aser Group Holding Pte Limited are prepared in accordance with Singapore Financial Reporting Standards ('FRS') and will be available to the public and may be obtained from 63 Club Street, Singapore (069437).
In these financial statements, the company has applied the exemptions available under FRS 101 in respect of the following disclosures:
a Cash Flow Statement and related notes;
Disclosures in respect of transactions with wholly owned subsidiaries and parent;
The effects of new but not yet effective IFRSs;
Disclosures in respect of the compensation of Key Management Personnel; and
Disclosures of transactions with a management entity that provides key management personnel services to the company.
As the consolidated financial statements of Aser Group Holding Pte Limited include the equivalent disclosures, the company has also taken the exemptions under FRS 101 available in respect of the following disclosures:
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
1.2
Going concern
The directors have at the time of approving the financial statements, a reasonable expectation that the truecompany has adequate resources to continue in operational existence for the foreseeable future. The rental income is a robust and low-cost method of earning income and should comfortably provide sufficient cash flow to meet the liabilities as they fall due. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.
The financial statements are prepared on a going concern basis based on the fact that as at 30 June 2022 the company had net current assets of £1,554,419. The company holds an investment property of £25,000,000 which it leases to a related party. The lease agreement in place is for 10 years for annual rental income of £1,700,000. There are over 12 months remaining on the lease at the date of approval of these financial statements.
Elland Road Limited
Notes to the Financial Statements (Continued)
For the year ended 30 June 2022
1
Accounting policies
(Continued)
Page 4
1.3
Revenue
Revenue comprises rental income, which is recognised in accordance with IFRS16.
Rental income from investment property leased out under an operating lease is recognised as revenue on a straight-line basis over the term of the lease. Lease incentives, such as rent free periods, are recognised on the same straight-line basis being an integral part of the net consideration for the use of the investment property.
Lease modifications are defined as a change in the scope of a lease, or the consideration of a lease, that was not part of the original terms and conditions of the lease. Modifications to operating leases the company holds as a lessor are accounted for from the effective date of the modification. Modifications take into account any prepaid or accrued lease payments relating to the original lease as part of the lease payments for the new lease. The revised remaining consideration under the modified lease is then recognised in rental income on a straight-line basis over the remaining lease term.
Concessions granted to tenants where rent has been reduced or waived for a specified period are accounted for as lease modifications. Concessions granted to tenants which allow the deferral of rent payments to the company are not accounted for as lease modifications on the basis there is no change to the consideration or scope of the lease.
1.4
Investment properties
Investment property, which is property held to earn rentals and/or for capital appreciation, is initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses. The surplus or deficit on revaluation is recognised in profit or loss.
1.5
Cash and cash equivalents
Cash and cash equivalents 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.
1.6
Financial assets
Financial assets are recognised in the company's statement of financial position when the company becomes party to the contractual provisions of the instrument. Financial assets are classified into specified categories, depending on the nature and purpose of the financial assets.
At initial recognition, financial assets classified as fair value through profit and loss are measured at fair value and any transaction costs are recognised in profit or loss. Financial assets not classified as fair value through profit and loss are initially measured at fair value plus transaction costs.
Financial assets at fair value through profit or loss
When any of the above-mentioned conditions for classification of financial assets is not met, a financial asset is classified as measured at fair value through profit or loss. Financial assets measured at fair value through profit or loss are recognised initially at fair value and any transaction costs are recognised in profit or loss when incurred. A gain or loss on a financial asset measured at fair value through profit or loss is recognised in profit or loss, and is included within finance income or finance costs in the statement of income for the reporting period in which it arises.
Elland Road Limited
Notes to the Financial Statements (Continued)
For the year ended 30 June 2022
1
Accounting policies
(Continued)
Page 5
Financial assets held at amortised cost
Financial instruments are classified as financial assets measured at amortised cost where the objective is to hold these assets in order to collect contractual cash flows, and the contractual cash flows are solely payments of principal and interest. They arise principally from the provision of goods and services to customers (e.g. trade receivables). They are initially recognised at fair value plus transaction costs directly attributable to their acquisition or issue, and are subsequently carried at amortised cost using the effective interest rate method, less provision for impairment where necessary.
Financial assets at fair value through other comprehensive income
Debt instruments are classified as financial assets measured at fair value through other comprehensive income where the financial assets are held within the company’s business model whose objective is achieved by both collecting contractual cash flows and selling financial assets, and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.
A debt instrument measured at fair value through other comprehensive income is recognised initially at fair value plus transaction costs directly attributable to the asset. After initial recognition, each asset is measured at fair value, with changes in fair value included in other comprehensive income. Accumulated gains or losses recognised through other comprehensive income are directly transferred to profit or loss when the debt instrument is derecognised.
The company has made an irrevocable election to recognize changes in fair value of investments in equity instruments through other comprehensive income, not through profit or loss. A gain or loss from fair value changes will be shown in other comprehensive income and will not be reclassified subsequently to profit or loss. Equity instruments measured at fair value through other comprehensive income are recognised initially at fair value plus transaction cost directly attributable to the asset. After initial recognition, each asset is measured at fair value, with changes in fair value included in other comprehensive income. Accumulated gains or losses recognised through other comprehensive income are directly transferred to retained earnings when the equity instrument is derecognized or its fair value substantially decreased. Dividends are recognised as finance income in profit or loss.
Impairment of financial assets
Financial assets carried at amortised cost and FVOCI are assessed for indicators of impairment at each reporting end date.
The expected credit losses associated with these assets are estimated on a forward-looking basis. A broad range of information is considered when assessing credit risk and measuring expected credit losses, including past events, current conditions, and reasonable and supportable forecasts that affect the expected collectability of the future cash flows of the instrument.
Derecognition of financial assets
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership to another entity.
1.7
Financial liabilities
The company recognises financial debt when the company becomes a party to the contractual provisions of the instruments. Financial liabilities are classified as either 'financial liabilities at fair value through profit or loss' or 'other financial liabilities'.
Elland Road Limited
Notes to the Financial Statements (Continued)
For the year ended 30 June 2022
1
Accounting policies
(Continued)
Page 6
Financial liabilities at fair value through profit or loss
Financial liabilities are classified as measured at fair value through profit or loss when the financial liability is held for trading. A financial liability is classified as held for trading if:
it has been incurred principally for the purpose of repurchasing it in the near term, or
on initial recognition it is part of a portfolio of identified financial instruments that the manages together and has a recent actual pattern of short-term profit taking, or
it is a derivative that is not designated and effective hedging instrument.
Financial liabilities at fair value through profit or loss are stated at fair value with any gains or losses arising on remeasurement recognised in profit or loss.
Other financial liabilities
Other financial liabilities, including borrowings, trade payables and other short-term monetary liabilities, are initially measured at fair value net of transaction costs directly attributable to the issuance of the financial liability. They are subsequently measured at amortised cost using the effective interest method. For the purposes of each financial liability, interest expense includes initial transaction costs and any premium payable on redemption, as well as any interest or coupon payable while the liability is outstanding.
Derecognition of financial liabilities
Financial liabilities are derecognised when, and only when, the company’s obligations are discharged, cancelled, or they expire.
1.8
Equity instruments
Equity instruments issued by the company are recorded at the proceeds received, net of direct issue costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.
1.9
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement 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 company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
Elland Road Limited
Notes to the Financial Statements (Continued)
For the year ended 30 June 2022
1
Accounting policies
(Continued)
Page 7
Deferred tax
Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary 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 income statement, 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 when the company has 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.
1.10
Foreign exchange
Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.
2
Critical accounting estimates and judgements
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, if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.
The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are outlined below.
3
Revenue
2022
2021
£
£
Revenue analysed by class of business
Rental income
1,626,087
813,043
Elland Road Limited
Notes to the Financial Statements (Continued)
For the year ended 30 June 2022
Page 8
4
Operating profit
2022
2021
£
£
Operating profit for the year is stated after charging/(crediting):
Fees payable to the company's auditor for the audit of the company's financial statements
10,000
10,000
All expenses in relation to the running of the investment property are borne by the tenant.
5
Employees
The average monthly number of persons employed by the company during the year was:
2022
2021
Number
Number
Total
6
Taxation
2022
2021
£
£
Current tax
UK corporation tax on profits for the current period
305,913
152,578
The charge for the year can be reconciled to the profit per the income statement as follows:
2022
2021
£
£
Profit before taxation
1,609,867
803,043
Expected tax charge based on a corporation tax rate of 19.00% (2021: 19.00%)
305,875
152,578
Effect of expenses not deductible in determining taxable profit
38
Taxation charge for the year
305,913
152,578
7
Dividends
2022
2021
2022
2021
Amounts recognised as distributions:
per share
per share
Total
Total
£
£
£
£
Ordinary shares
Interim dividend paid
4,000.00
-
400,000
-
Elland Road Limited
Notes to the Financial Statements (Continued)
For the year ended 30 June 2022
Page 9
8
Investment property
2022
£
Cost
At 1 July 2021 and 30 June 2022
25,000,000
On 31 December 2020, the company purchased an investment property for £25,000,000 from Greenfield Investment Pte Limited, a company under joint control.
9
Trade and other receivables
2022
2021
£
£
Amounts owed by fellow group undertakings
1,000,000
Accrued income
739,130
813,043
1,739,130
813,043
10
Trade and other payables
2022
2021
£
£
Amounts owed to fellow group undertakings
200
-
Accruals and deferred income
26,000
10,000
Corporation tax payable
458,491
152,578
VAT payable
85,000
-
Other payables
88,000
-
657,691
162,578
11
Share capital
2022
2021
2022
2021
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of £1 each
71
78
71
78
A Ordinary shares of £1 each
22
22
22
22
A1 Ordinary Shares of 0p each
7
-
7
-
100
100
100
100
On 12 May 2022, there was a re-designation of shares whereby 7 ordinary shares were re-designated to A1 ordinary shares.
Elland Road Limited
Notes to the Financial Statements (Continued)
For the year ended 30 June 2022
Page 10
12
Share premium account
2022
2021
£
£
At the beginning of the year
24,999,900
Issue of new shares
-
24,999,900
At the end of the year
24,999,900
24,999,900
13
Audit report information
As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006:
The auditor's report was unqualified.
The senior statutory auditor was Jamie Sherman and the auditor was Moore Kingston Smith LLP.
12
Other leasing information
Lessor
The operating lease represent the lease of the investment property owned by the Company to a related party. The lease has 10 years remaining as at 30 June 2022, with fixed rentals of £1,700,000 per annum. There are no options in place for either party to extend the lease terms.
At the reporting end date the company had contracted with tenants for the following minimum lease payments:
2022
2021
£
£
Within one year
1,700,000
1,700,000
One to two years
1,700,000
1,700,000
Two to three years
1,700,000
1,700,000
Three to four years
1,700,000
1,700,000
Four to five years
1,700,000
1,700,000
Over five years
8,500,000
10,200,000
Total undiscounted lease payments receivable
17,000,000
18,700,000
15
Events after the reporting date
Post year end the Company’s immediate parent, Greenfield Investment Pte Limited, entered into an agreement to sell 100% of its interest in the Company to 49ers Enterprises Global Football Group LLC in a transaction that is due to complete after the signing of these financial statements. As of the date of signing these financial statements the ultimate controlling part remains to be A Radrizzani.
16
Related party transactions
Elland Road Limited
Notes to the Financial Statements (Continued)
For the year ended 30 June 2022
16
Related party transactions
(Continued)
Page 11
In the year, the company made sales of £1,700,000 (2021: £813,043) to Leeds United Football Club Limited, a company under joint control. However, £1,626,087 is recognised in the the year as a result of lease accounting. At the year end within accrued income is a balance of £739,130 (2021: £813,043) due from Leeds United Football Club Limited.
A dividend of £400,000 (2021: £nil) was declared to ordinary shareholders during the year. At the year end within trade and other payables is a balance of £88,000 (2021: £nil) due to 49ers Enterprises Leeds II SPV, LP.
At the year end within trade and other receivables is a balance of £1,000,000 (2021:£nil) due from Leeds United Football Club Limited relating to a loan issued to the fellow company under joint control during the year.
Elland Road Limited
Notes to the Financial Statements (Continued)
For the year ended 30 June 2022
Page 12
17
Controlling party
The company is a subsidiary undertaking of Greenfield Investment Pte Limited, which is the parent company and which is incorporated in Singapore.
The largest and smallest group in which the results of the company are consolidated is that headed by Aser Group Holding Pte Limited. No other group financial statements include the results of the company. The consolidated financial statements of this group will be available from Aser Group Holdings Pte Limited at 63 Club Street, Singapore (069437).
The ultimate controlling party is A Radrizzani.
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