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REGISTERED NUMBER: 08010561 (England and Wales)















Ely Bridge Development Company Limited

Audited Financial Statements for the Year Ended 31 March 2023






Ely Bridge Development Company Limited (Registered number: 08010561)






Contents of the Financial Statements
for the Year Ended 31 March 2023




Page

Company Information 1

Balance Sheet 2

Notes to the Financial Statements 3


Ely Bridge Development Company Limited

Company Information
for the Year Ended 31 March 2023







Directors: A C Crompton
L J Lovell
H Warren
D A Ward





Registered office: 7 Neptune Court
Vanguard Way
Cardiff
CF24 5PJ





Registered number: 08010561 (England and Wales)





Auditors: Haines Watts Wales LLP, Statutory Auditors
7 Neptune Court
Vanguard Way
Cardiff
CF24 5PJ

Ely Bridge Development Company Limited (Registered number: 08010561)

Balance Sheet
31 March 2023

2023 2022
Notes £    £   
Fixed assets
Tangible assets 4 3,049 405

Current assets
Stocks 5 11,467,811 9,142,314
Debtors 6 1,957,052 972,739
Cash at bank 45,855 711,910
13,470,718 10,826,963
Creditors
Amounts falling due within one year 7 (12,150,904 ) (8,200,242 )
Net current assets 1,319,814 2,626,721
Total assets less current liabilities 1,322,863 2,627,126

Creditors
Amounts falling due after more than one year 8 (8,106,253 ) (9,526,429 )
Net liabilities (6,783,390 ) (6,899,303 )

Reserves
Income and expenditure account 10 (6,783,390 ) (6,899,303 )
(6,783,390 ) (6,899,303 )

The financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

In accordance with Section 444 of the Companies Act 2006, the Profit and loss has not been delivered.

The financial statements were approved by the Board of Directors and authorised for issue on 26 September 2023 and were signed on its behalf by:





L J Lovell - Director


Ely Bridge Development Company Limited (Registered number: 08010561)

Notes to the Financial Statements
for the Year Ended 31 March 2023

1. Statutory information

Ely Bridge Development Company Limited is a private company, limited by guarantee , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

2. Accounting policies

Basis of preparing the financial statements
These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Related party exemption
The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

Turnover
Turnover represents amounts chargeable, net of value added tax, in respect of the sale of land, construction and property services to customers.

Revenue from the sale of land is recognised when the company has transferred to the buyer the significant risks and rewards of ownership.

The company recognises revenue from the rendering of services by reference to the stage of completion of the transaction at the end of the reporting period.

Other operating income
Other operating income represents amounts chargeable, net of value added tax, in respect of the provision of back office support services to related companies under common control and other sundry invoices. It is recognised as these services are provided.

Tangible fixed assets
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.
Computer equipment - 33.3% on cost

Stocks
Work in progress is valued at the lower of cost and estimated selling price less costs to complete and sell. Impairment of work in progress is considered at each year end and cost reduced if required.

Taxation
Taxation for the year comprises current and deferred tax. Tax is recognised in the Profit and loss, 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.


Ely Bridge Development Company Limited (Registered number: 08010561)

Notes to the Financial Statements - continued
for the Year Ended 31 March 2023

2. Accounting policies - continued
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.

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.

Ely Bridge Development Company Limited (Registered number: 08010561)

Notes to the Financial Statements - continued
for the Year Ended 31 March 2023

2. Accounting policies - continued

Financial instruments
Financial instruments are recognised on the company's balance sheet when the company becomes party to the contractual provision 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
Basic financial assets, which include debtors and cash and bank balance, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective rate of interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

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 date.

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after initial recognition of the financial asset, the estimated future cashflows 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 cashflows discounted at the assets original interest rate. The impairment loss is recognised in the income statement.

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 the income statement.

Derecognition of financial assets
Financial assets are derecognised only when the contractual rights to the cashflows from the asset expire or are settled, or when the group transfers the financial assets 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.

Classification of financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities.

Basic financial liabilities
Basic financial liabilities including trade and other creditors are initially recognised at transaction price unless the arrangement constitutes a financing arrangement, 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 are method.

Trade creditors are obligations to pay for goods are 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 rate of interest method.

Derecognition of financial liabilities
Financial liabilities are derecognised when the company's contractual obligations expire or are discharged or cancelled.

Ely Bridge Development Company Limited (Registered number: 08010561)

Notes to the Financial Statements - continued
for the Year Ended 31 March 2023

2. Accounting policies - continued

Going concern
The Board is aware that due to the nature of the development project where a significantly large amount of cost is expended ahead of earning any revenue income, the company will report significant accounting losses until revenue income is generated. The long-term projections monitored via regular review of the development tracker, shows that the scheme will generate a surplus when completed. The Board also receives cash flow projections and update on funding agreements (short term and long term) as part of periodic financial reporting package.

As with any such project, there is some level of material uncertainty, but the directors are confident that should the project fail to go ahead, the Company will be able to meet its liabilities as they fall due.

Based on the above, the Directors consider that the Company is financially viable and can meet its liabilities as they fall due and therefore these financial statements have been prepared on a going concern basis.

3. Employees and directors

The average number of employees during the year was 5 (2022 - 5 ) .

4. Tangible fixed assets
Computer
equipment
£   
Cost
At 1 April 2022 2,037
Additions 4,575
At 31 March 2023 6,612
Depreciation
At 1 April 2022 1,632
Charge for year 1,931
At 31 March 2023 3,563
Net book value
At 31 March 2023 3,049
At 31 March 2022 405

5. Stocks
2023 2022
£    £   
Work-in-progress 11,467,811 9,142,314

6. Debtors
2023 2022
£    £   
Amounts falling due within one year:
Trade debtors - 343,000
Amounts owed by participating interests 1,683,838 611,098
Other debtors - 4,447
VAT - 14,194
1,683,838 972,739

Ely Bridge Development Company Limited (Registered number: 08010561)

Notes to the Financial Statements - continued
for the Year Ended 31 March 2023

6. Debtors - continued
2023 2022
£    £   
Amounts falling due after more than one year:
Trade debtors 273,214 -

Aggregate amounts 1,957,052 972,739

7. Creditors: amounts falling due within one year
2023 2022
£    £   
Other loans 9,793,826 5,670,038
Trade creditors 1,581,575 767,325
Amounts owed to participating interests - 20,218
Social security and other taxes 201 197
VAT 4,748 -
Other creditors 8,372 812
Accrued expenses 762,182 1,741,652
12,150,904 8,200,242

8. Creditors: amounts falling due after more than one year
2023 2022
£    £   
Other loans - 1-2 years 8,106,253 9,526,429

Ely Bridge Development Company Limited (Registered number: 08010561)

Notes to the Financial Statements - continued
for the Year Ended 31 March 2023

9. Secured debts

The following secured debts are included within creditors:

2023 2022
£    £   
Other loans 17,900,079 15,196,467

Loans outstanding

Total Total


Counterparty

Due within
1 year

Due within
1-2 years
Due after
more 2-5
years


2023


2022
£ £ £ £ £

Principality Building Society - 8,106,253 - 8,106,253 5,670,038
Welsh Government 9,793,826 - - 9,793,826 9,526,429

9,793,826 8,106,253 - 17,900,079 15,196,467

Principality Building Society:
The Phase D construction loan of £8,106,253 owed to Principality Building Society is due to be repaid on or before 31 December 2024. The loan has been classified as falling due for repayment within 1 to 2 years.

The loan is secured by way of fixed charges numbered 0801 0561 0005, 0801 0561 0006 and 0801 0561 0007 over the freehold land known as Ely Mill, Canton, Cardiff dated 2 September 2015 and 26 October 2017.

Welsh Government:
The loan for £9,793,826 is from the Welsh Government and is dated 3 July 2020, this loan supersedes both the revised loan agreement dated 30 March 2017 and the original loan agreement dated 30 March 2013. The interest is calculated on a compound basis with reference to the European Reference rates together with a 1% margin. The interest rate together with the 1% margin, the interest rate increased from 1.66% to 4.52% at the balance sheet date of 31 March 2023 (2022: 1.66%).

The loan of £8.08 million plus accrued interest is due for repayment based on the earlier of several different key events but no later 31 March 2024. Discussions between Welsh Government and the Company are at an advanced stage to extend the repayment date to 31 July 2025 however as these documents have not been signed then the loan has been classified as falling due for repayment within 12 months from the balance sheet date.

The loan is secured on the Ely Bridge site and the cash balances within the company, together with charges over the completed properties at the Mill site which have been transferred within the Group.

10. Reserves
Income
and
expenditure
account
£   

At 1 April 2022 (6,899,303 )
Surplus for the year 115,913
At 31 March 2023 (6,783,390 )

Ely Bridge Development Company Limited (Registered number: 08010561)

Notes to the Financial Statements - continued
for the Year Ended 31 March 2023

11. Disclosure under Section 444(5B) of the Companies Act 2006

The Report of the Auditors was unqualified.

Stephen Lucey (Senior Statutory Auditor)
for and on behalf of Haines Watts Wales LLP, Statutory Auditors

Material uncertainty related to going concern
We draw attention to note 2, 'Going concern', in the financial statements. As at 31 March 2022, the company's total liabilities exceeded its total assets by £6,899,303. As stated in note 2, these events or conditions, along with other matters as set forth in note 2, indicate that a material uncertainty exists that may cast significant doubt on the company's ability to continue as a going concern. Our opinion is not modified in respect of this matter.

12. Pension commitments

The company operates a defined contribution pension scheme. The pension cost charge for the year represents contributions payable by the company to the scheme and amounted to £60 (2022: £8,130).

13. Contingent liabilities

On the 27th August 2015 the company entered in to an agreement with the Cardiff City Council to pay £2,000,000 pursuant to Section 106 Town and Country Planning Act 1990 relating to Land at Ely Bridge. A sum of £500,000 (25%) was paid during 2018/19, £500,000 (25%) was paid during 2019/20 and £500,000 (25%) paid during 2021/22 and the remaining balance is payable as follows:
- the final 25% prior to the date of occupation of the last dwelling within phase D or if earlier 30 June 2023.

In addition to the education payment, the Section 106 agreement requires EBDC to construct a Community Facility and provide other facilities for the benefit of the community. During the year, land was sold to Cadwyn Housing Association who will now deal with the Section 106 obligation. However, the agreement with Cardiff Council is still with EBDC. Total estimated cost of these obligations is £760,000. Cardiff City Council has agreed to extend the deadline for constructing the Community Facility from 30 June 2023 to 31 July 2025.

As at 31 March 2023, the conditions to make a payment, or provide the community facilities, had not been met and therefore there was no liability arising in the balance sheet.

In addition to the above, the following side agreements have been entered into:

Spine Road
On 28th April 2016, the company entered into a side agreement with Cardiff Council in relation to highway works on Ely Mill, Cardiff - Spine Road. The Spine Road Side Agreement obliges the relevant parties to complete the Section 38 Agreement and Bond once the Council has confirmed that the highway works have been completed to enable the Certificate of Substantial Completion to be issued.The total estimated cost of this obligation is £472,000.

The sums are payable on or before completion of the Section 38 Agreement.

As at 31 March 2023, the conditions to make further payments have not been met and therefore there was no liability arising.

Green Street 1
On 17th August 2017, the company entered into a side agreement with Cardiff Council in relation to highway works on Ely Mill, Cardiff - Green Street 1.The Green Street 1 Side Agreement obliges the relevant parties to complete the Section 38 Agreement and Bond once the Section 38 Agreement to be completed pursuant to the Spine Road Side Agreement has been completed. The total estimated cost of this obligation is £13,340.

The sums are payable on or before completion of the Section 38 Agreement.

As at 31 March 2023, the conditions to make further payments have not been met and therefore there was no liability arising.

Ely Bridge Development Company Limited (Registered number: 08010561)

Notes to the Financial Statements - continued
for the Year Ended 31 March 2023

Green Street 2
On 21st June 2019, the company entered into a side agreement with Cardiff Council in relation to highway works on Ely Mill, Cardiff - Green Street 2. The Green Street 2 Side Agreement obliges the relevant parties to complete the Section 38 Agreement and Bond once the Section 38 Agreement linked to the Spine Road Side Agreement has been completed and the Council has confirmed that the highway works have been completed to enable the Certificate of Substantial Completion to be issued. The total estimated cost of this obligation is £11,585.

The sums are payable on or before completion of the Section 38 Agreement.

As at 31 March 2023, the conditions to make further payments have not been met and therefore there was no liability arising.

14. Other financial commitments

The company had other financial commitments at the year end totalling £nil (2022: £13,050).

15. Ultimate parent company

The ultimate parent company and controlling party is Tirion Group Limited, which prepares group financial statements incorporating the financial statements of the company. A copy of these can be obtained from the registered society's registered office at 7 Neptune Court, Vanguard Way, Cardiff, Wales, CF24 5PJ.

16. Limited by guarantee

The company is a private company limited by guarantee and consequently does not have share capital. Each of the members is liable to contribute an amount not exceeding £1 towards the assets of the company in the event of liquidation.