REGISTERED NUMBER: |
Zeena Ventures Limited |
Financial Statements |
for the Year Ended 31 March 2023 |
REGISTERED NUMBER: |
Zeena Ventures Limited |
Financial Statements |
for the Year Ended 31 March 2023 |
Zeena Ventures Limited (Registered number: 09482032) |
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 |
Zeena Ventures Limited |
Company Information |
for the year ended 31 March 2023 |
Directors: |
Registered office: |
Registered number: |
Auditors: |
Chartered Accountants and Statutory Auditor |
New Derwent House |
69-73 Theobalds Road |
London |
WC1X 8TA |
Zeena Ventures Limited (Registered number: 09482032) |
Balance Sheet |
31 March 2023 |
2023 | 2022 |
Notes | £ | £ | £ | £ |
Fixed assets |
Intangible assets | 4 |
Tangible assets | 5 |
Investments | 6 |
Investment property | 7 |
Current assets |
Debtors | 8 |
Cash at bank |
Creditors |
Amounts falling due within one year | 9 |
Net current assets |
Total assets less current liabilities |
Creditors |
Amounts falling due after more than one year |
10 |
( |
) |
( |
) |
Provisions for liabilities | ( |
) | ( |
) |
Net assets |
Capital and reserves |
Called up share capital |
Share premium |
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 |
Zeena Ventures Limited (Registered number: 09482032) |
Notes to the Financial Statements |
for the year ended 31 March 2023 |
1. | Statutory information |
Zeena Ventures Ltd is a private company limited by shares incorporated in England and Wales. The registered office is 1 Gracechurch Street, London, England, EC3V 0DD. |
2. | Accounting policies |
Basis of preparing the financial statements |
The financial statements are prepared in Pound Sterling (£), which is the functional currency of the Company. Monetary amounts in these financial statements are rounded to the nearest £. |
Preparation of consolidated financial statements |
The financial statements contain information about Zeena Ventures Limited as an individual company and do not contain consolidated financial information as the parent of a group. The Company is exempt under Section 400 of the Companies Act 2006 from the requirements to prepare consolidated financial statements as it and its subsidiary undertaking are included by full consolidation in the consolidated financial statements of its ultimate parent, Grainmarket Properties Limited, Bridewell Gate, 9 Bridewell Place, London, EC4V 6AW. |
Significant judgements and estimates |
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. |
Key sources of estimation uncertainty |
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: |
Valuation of investment property |
The fair value of the investment property has been arrived at on the basis of a professional valuation. The valuers, Knight Frank, are professionally qualified members of RICS. Fair value is determined by an appraisal of market value based on evidence such as tenure and tenancy details, prevailing market yields and comparable market transactions. |
Turnover |
Turnover is recognised at the fair value of the consideration received or receivable for services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates. |
Turnover represents rent receivable and expenses recharged to tenants, dilapidations receivable, sales of residential development properties and insurance claims in the ordinary course of business. |
Rentals received under operating leases are recognised as turnover on a straight line basis over the course of the lease, taking into account the rent free period. |
Expenses recoverable from tenants are recognised as turnover on a straight line basis over the period they relate to. |
Turnover is recognised in respect of the sale of development properties at the date of completion. |
Dilapidations receivable and insurance claims are recognised as turnover when the amounts have been agreed with the tenant and it is probable the amounts will be settled at the agreed amount. |
Zeena Ventures Limited (Registered number: 09482032) |
Notes to the Financial Statements - continued |
for the year ended 31 March 2023 |
2. | Accounting policies - continued |
Performance fees are recognised as revenue when the contingent terms of the arrangement have been met. |
Interest income |
Interest income is recognised in the Income Statement and using the effective interest method. |
Intangible assets |
Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses. |
Tangible fixed assets |
Tangible fixed assets are initially measured at cost and subsequently measured at historic cost, net of depreciation and any impairment losses. |
Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases: |
Fixtures & fittings | - | 15% reducing balance |
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 credited or charged to the Income Statement. |
Investments in subsidiaries |
Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in the Income Statement. |
A subsidiary is an entity controlled by the Company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities. |
An associate is an entity, being neither a subsidiary nor a joint venture, in which the Company holds a long-term interest and where the Company has significant influence. The Company considers that it has a significant influence where it has the power to participate in the financial and operating decisions of the associate. |
Entities in which the Company has a long term interest and shares control under a contractual agreement are classified as jointly controlled entities. |
Jointly controlled assets |
In respect of the Company's interest in jointly controlled assets held, the Company recognises the following: |
- | its share of the jointly controlled assets, classified according to the nature of the assets; |
- | any liabilities that it has incurred; |
- | its share of any liabilities incurred jointly with the venturers in relation to the joint venture; |
- | any income from the sale of use its share of the output of the joint venture, together with its share of any expenses incurred by the joint venture; and |
- | any expenses that it has incurred in respect of its interest in the joint venture. |
Impairment of fixed assets |
At each reporting period end date, the Company reviews the carrying amounts of its tangible 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. |
Zeena Ventures Limited (Registered number: 09482032) |
Notes to the Financial Statements - continued |
for the year ended 31 March 2023 |
2. | Accounting policies - continued |
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 the Income Statement, 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. |
Investment property |
Investment property, which is property held to earn rentals and/or for capital appreciation, is initially recognised at cost, which includes the purchase cost and any directly attributable expenditure. Subsequently it is measured at fair value at the reporting end date. Changes in fair value are recognised in the Income Statement. |
Financial instruments |
The Company has elected to apply the provisions of Section 11 'Basic Financial Instruments' and Section 12 'Other Financial Instrument Issues' of FRS 102 to all of its financial instruments. |
Financial instruments are recognised in the Company's Balance Sheet when the Company becomes a 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 |
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 the market rate of interest. Financial assets classified as receivable within one year are not amortised. |
Classification of financial liabilities |
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 Company after deducting all of its liabilities. |
Basic financial liabilities |
Basic financial liabilities, including creditors, 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 fo future payments discounted at the 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. |
Equity instruments |
Equity instruments issued by the Company 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 Company. |
Cash and cash equivalents |
Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short term liquid investments with original maturities of three months or loss, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities. |
Zeena Ventures Limited (Registered number: 09482032) |
Notes to the Financial Statements - continued |
for the year ended 31 March 2023 |
2. | Accounting policies - continued |
Going concern |
The financial statements have been prepared on a going concern basis. The directors have reviewed and considered relevant information, including the annual budget and future cash flows in making their assessment, particular at the group level. |
The directors have tested their cash flow analysis to take into account the impact on their business of possible scenarios alongside the measures that could affect operational activity. The Company's assets are assessed each year for recoverability, and the directors' consider that the Company is not exposed to loss on these assets. Based on these assessments, given the measures that could be undertaken to mitigate the current adverse conditions, and the current resources available, the directors have concluded that they can continue to adopt the going concern basis in preparing the annual report and accounts. |
The directors therefore have an expectation that the Company has adequate resources to continue in operational existence for the foreseeable future, thus the directors' have continued to adopt the going concern basis of accounting in preparing these financial statements. |
3. | Employees and directors |
The average number of employees during the year was NIL (2022 - NIL). |
4. | Intangible fixed assets |
Capitalised |
loan fees |
£ |
Cost |
At 1 April 2022 |
and 31 March 2023 |
Amortisation |
At 1 April 2022 |
Amortisation for year |
At 31 March 2023 |
Net book value |
At 31 March 2023 |
At 31 March 2022 |
5. | Tangible fixed assets |
Fixtures |
and |
fittings |
£ |
Cost |
At 1 April 2022 |
and 31 March 2023 |
Depreciation |
At 1 April 2022 |
Charge for year |
At 31 March 2023 |
Net book value |
At 31 March 2023 |
At 31 March 2022 |
Zeena Ventures Limited (Registered number: 09482032) |
Notes to the Financial Statements - continued |
for the year ended 31 March 2023 |
6. | Fixed asset investments |
Shares in |
group |
undertakings |
£ |
Cost or valuation |
At 1 April 2022 |
and 31 March 2023 |
Net book value |
At 31 March 2023 |
At 31 March 2022 |
Cost or valuation at 31 March 2023 is represented by: |
Shares in |
group |
undertakings |
£ |
Cost | 1 |
7. | Investment property |
Total |
£ |
Fair value |
At 1 April 2022 |
Revaluations | (4,866,578 | ) |
At 31 March 2023 |
Net book value |
At 31 March 2023 |
At 31 March 2022 |
Fair value at 31 March 2023 is represented by: |
£ |
Valuation in 2019 | 26,152,876 |
Valuation in 2020 | 925,003 |
Valuation in 2021 | (3,539,503 | ) |
Valuation in 2022 | 656,674 |
Valuation in 2023 | (4,866,578 | ) |
Cost | 40,772,136 |
60,100,608 |
Zeena Ventures Limited (Registered number: 09482032) |
Notes to the Financial Statements - continued |
for the year ended 31 March 2023 |
7. | Investment property - continued |
The fair value of the investment property has been arrived at on the basis of a professional valuation. The valuers, Knight Frank, are professionally qualified members of RICS. Fair value is determined by an appraisal of market value based on evidence such as tenure and tenancy details, prevailing market yields and comparable market transactions. |
If investment properties were stated on a historical cost basis rather than a fair value basis, the amounts would have been included as follows: |
2023 | 2022 |
£ | £ |
Cost | 40,772,136 | 40,772,136 |
Accumulated depreciation - straight line over 50 years | (7,240,251 | ) | (6,424,808 | ) |
Carrying amount | 33,531,885 | 34,347,328 |
8. | Debtors |
2023 | 2022 |
£ | £ |
Amounts falling due within one year: |
Trade debtors |
Other debtors |
Prepayments and accrued income |
Amounts falling due after more than one year: |
Amounts owed by group undertakings |
Other debtors |
Aggregate amounts |
9. | Creditors: amounts falling due within one year |
2023 | 2022 |
£ | £ |
Trade creditors |
Tax |
VAT | 95,551 | 147,399 |
Other creditors |
Accruals and deferred income |
10. | Creditors: amounts falling due after more than one year |
2023 | 2022 |
£ | £ |
Bank loans - 2-5 years |
Bank loans more 5 yrs non-inst | 43,162,682 | 43,162,682 |
Other creditors |
Zeena Ventures Limited (Registered number: 09482032) |
Notes to the Financial Statements - continued |
for the year ended 31 March 2023 |
10. | Creditors: amounts falling due after more than one year - continued |
2023 | 2022 |
£ | £ |
Amounts falling due in more than five years: |
Repayable otherwise than by instalments |
Bank loans more 5 yrs non-inst |
The bank loans and overdraft are secured by a fixed charge over all present freehold and leasehold property, a first charge on the Company's debts, and a first floating charge over all the assets and undertakings both present and future dated 12 November 2019. |
The bank loan totalling £43,162,682 (2022: £43,162,682) is repayable in the tenth year (on 12 November 2029) from the drawdown and bears interest at a rate of 3.35% accrued and paid on a quarterly basis. |
The land and buildings are also security for the bank loan held in the immediate parent company GPL 2014 Limited and related company Elmswood Properties Limited. |
11. | Leasing agreements |
Minimum lease payments under non-cancellable operating leases fall due as follows: |
2023 | 2022 |
£ | £ |
Within one year |
Between one and five years |
In more than five years |
Lessor |
The Company leased out all its investment properties under operating leases. |
12. | Disclosure under Section 444(5B) of the Companies Act 2006 |
The Auditors' Report was unqualified. |
for and on behalf of |
Zeena Ventures Limited (Registered number: 09482032) |
Notes to the Financial Statements - continued |
for the year ended 31 March 2023 |
13. | Related party disclosures |
Transactions with related parties |
During the year the Company entered into the following transactions with related parties: |
GPL 2014 Limited |
During the year, the Company was charged £716,687 (2022: £351,250) for management services to GPL 2014 Limited, its immediate parent company. At the Balance Sheet date, the Company was owed £Nil (2022: £729,183) from GPL 2014 Ltd. |
Grainmarket Properties Limited |
During the year, the Company was charged £Nil (2022: £500,000) for management services. At the Balance Sheet date, the Company was owed £11,622,166 (2022: £5,251,698) from Grainmarket Properties Limited, its ultimate parent company. |
Bromley JV LP |
During the year, the Company was paid interest of £90,055 (2022: £Nil) by Bromley JV LP. Bromley JV LP is a joint venture of Zeena Ventures Limited. At the Balance Sheet date, the Company was owed £4,000,000 (2022: £Nil) by Bromley JV LP. |
Bridewell JV |
During the year, the Company was charged management fees of £82,500 (2022: £Nil) by Bridewell JV. Bridewell JV is a joint venture of Zeena Ventures Ltd, GPL 2014 Limited and Grainmarket and Elmswood JV. |
Jexstor Limited |
At the Balance Sheet date, the Company owed £1 (2022: £1) to Jexstor Limited. Jexstor is a dormant subsidiary of Zeena Ventures Limited. |
14. | Ultimate controlling party |
The Company is a wholly owned subsidiary of GPL 2014 Limited, a company registered in England and Wales. |
The results of the Company are included in the consolidated financial statements of Grainmarket Properties Limited, the ultimate parent company. The consolidated accounts are available from Companies House, Crown Way, Cardiff, CF14 3UZ. |
The ultimate controlling party is Abacus Pension Trustees Limited in their capacity as trustees of MJC QNUPS, by virtue of their controlling interest in Grainmarket Properties Limited. |