Registered number: 08596419
MORPHUSE GROUP LIMITED
(formerly known as 35 Woodstock Avenue Limited)
UNAUDITED
FINANCIAL STATEMENTS
INFORMATION FOR FILING WITH THE REGISTRAR
FOR THE YEAR ENDED 31 JANUARY 2023
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MORPHUSE GROUP LIMITED
REGISTERED NUMBER: 08596419
BALANCE SHEET
AS AT 31 JANUARY 2023
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Creditors: amounts falling due within one year
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MORPHUSE GROUP LIMITED
REGISTERED NUMBER: 08596419
BALANCE SHEET (CONTINUED)
AS AT 31 JANUARY 2023
The directors consider that the Company is entitled to exemption from audit under section 477 of the Companies Act 2006 and members have not required the Company to obtain an audit for the year in question in accordance with section 476 of the Companies Act 2006.
The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.
The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.
The financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The Company has opted not to file the statement of income and retained earnings in accordance with provisions applicable to companies subject to the small companies' regime.
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 3 to 10 form part of these financial statements.
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MORPHUSE GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2023
Morphuse Group Limited (the "Company") is a private company limited by share capital, incorporated under the Companies Act 2006 and domiciled in England. The address of the Company's registered office is 2a Fortis Green, London, England, N2 9EL.
On 26 June 2023, the Company changed its name by special resolution from 35 Woodstock Avenue Limited to Morphuse Group Limited.
2.Accounting policies
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Summary of significant accounting policies
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The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all reporting periods presented, unless otherwise stated.
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Basis of preparation of financial statements
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The financial statements of the Company have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Section 1A of Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland, and Companies Act 2006.
The preparation of financial statements in conformity with Financial Reporting Standard 102 requires the use of certain critical accounting estimates. It also requires management to exercise its judgment in the process of applying the Company's accounting policies.
Details of those estimates and/or judgments made in applying the Company's accounting policies towards the preparation of these financial statements that may be considered as yielding a significant risk of a material adjustment being made to the carrying amounts of assets and/or liabilities reported in the balance sheet during the next financial reporting period are disclosed in note 3 to the financial statements.
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Functional and presentational currency
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Items included in the financial statements of the Company are measured using the currency of the primary economic environment in which the Company operates (the "functional currency").
The functional currency of the Company, and the currency in which the financial statements are presented (the "presentational currency"), is 'Pounds Sterling' (£) rounded to the nearest single unit of currency.
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Exemption from preparing consolidated financial statements
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The Company is exempt from the requirement to prepare consolidated financial statements by virtue of section 383 of the Companies Act 2006 on the grounds that the Company and its subsidiary undertakings qualify as small both individually and on consolidation.
The financial statements therefore present information about the Company as an individual undertaking and not about its group.
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MORPHUSE GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2023
2.Accounting policies (continued)
In assessing whether the going concern basis remains appropriate for the preparation of the financial statements, the directors have reviewed the Company’s principal and emerging risks, existing loan facilities, access to funding and liquidity position and the Company's performance up to the date these financial statements were approved and expected performance over the 18 months following the balance sheet date.
Based on their assessment, the directors at the time of approving the financial statements have a reasonable expectation that the Company has, available at its disposal, adequate resources to continue in operational existence for the foreseeable future.
Turnover represents management charges receivable and is recognised on provision of services with amounts accrued and/or deferred in accordance with the timing of invoices.
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Interest income and expenditure
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Interest income amd expenditure are recognised in profit or loss using the effective interest method.
Exceptional items are those transactions, because of either their size, nature and/or incidence, which the directors consider should be disclosed separately to enable a more comprehensive understanding of the Company's results.
Taxation comprises of corporate taxation ("current taxation") and deferred taxation recognised solely in profit or loss.
Current taxation is calculated using tax rates and on the basis of tax laws enacted or substantively enacted at the balance sheet date where taxable income is generated by the Company through its business operations.
The Company is subject to taxation at the rate enacted by HM Revenue & Customs in respect of trading activities undertaken in the United Kingdom. All such liabilities in respect of UK current taxation payable are provided for as soon as there is a reasonable certainty that a liability will crystallise. The Company did not undertake any other activities in any other country.
Deferred taxation is recognised on temporary differences arising between the tax bases of assets and liabilities and their respective carrying amounts in the financial statements. Deferred taxation is calculated using tax rates and on the basis of tax laws enacted or substantively enacted at the balance sheet date and expected to apply when the related deferred tax asset/liability is realised/settled. Deferred tax assets are recognised only to the extent that it is sufficiently probable that future taxable profits will be available against which the temporary differences can be utilised.
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MORPHUSE GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2023
2.Accounting policies (continued)
Investment property comprises of property held by the Company to earn income or for capital appreciation, or both.
Investment property is initially recognised at purchase cost plus directly attributable acquisition expenses and subsequently measured at fair value.
Investment properties are not depreciated
Gains and losses arising from changes in fair value are recognised in profit or loss during the period in which they arise.
Purchases and sales of investment property are recognised when contracts have been unconditionally exchanged and the significant risks and rewards of ownership have been transferred.
An investment property is derecognised for accounting purposes upon disposal or when no future economic benefits are expected to arise from the continued use of the asset. Any gain or loss arising on derecognition of the asset (calculated as the difference between the net disposal proceeds and the carrying value) is recognised in profit or loss in the period the asset is derecognised.
Fixed asset investments comprise holdings in unlisted company shares of subsidiary and associate undertakings. Such holdings are a form of financial instrument and are initially recognised at their transaction cost and subsequently measured at cost less provision for impairment at the balance sheet date.
The Company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities; with said financial assets and liabilities classified in accordance with the substance of the underlying contractual obligations rather than its legal form.
Financial assets and liabilities are recognised upon the Company becoming party to the contractual provisions of the instrument. Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or the financial asset is transferred along with substantially all the risks and rewards of ownership of the asset to another party. Financial liabilities are derecognised only when the Company’s obligations are discharged, cancelled or expired.
The measurement of specific financial assets, financial liabilities and equity held by the Company is as outlined in notes 2.13 to 2.16 of the financial statements.
Debtors, excluding deferred tax assets (see note 2.9), are initially measured at transaction price (i.e fair value) and subsequently held, at transaction price less provision for impairment.
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MORPHUSE GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2023
2.Accounting policies (continued)
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Cash and cash equivalents
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Cash balances are reported by the Company as being financial instruments classified as short term receivables and are represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours and subject to an insignificant risk of changes in value. Cash balances are held at floating interest rates linked to UK bank rates.
Creditors are initially measured and subsequently held at transaction price.
Ordinary share capital, shown in equity, is initially measured and subsequently held at its nominal value. Where the transaction price for issued shares exceeds their nominal value, the difference is shown under equity in a share premium account with any directly attributable transaction costs associated with the issuing of said shares deducted from said share premium account.
Equity dividends are recognised in the reporting period in which they become legally payable.
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Judgments in applying accounting policies and key sources of estimation uncertainty
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In the application of the Company's accounting policies, the directors are required to make judgments, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. Although the expected outcome of said estimates and assumptions will, by definition, seldom equal the related actual results; estimates and judgments made are continually re-evaluated and are based on historical experience as well as other factors, including expectations of future events that are believed to be reasonable under the circumstances.
Critical judgments in applying the entity’s accounting policies
The valuation of investment properties involves the application, and therefore significant judgment, of unobservable inputs.
Critical accounting estimates and assumptions
The estimates and assumptions that are considered as having a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial period are addressed below:
Investment properties
∙The fair value of investment properties is determined annually by the directors on an open market value basis by reference to specific advice from third party experts and available market evidence. In determining the fair value, a number of estimates and assumptions are required based on the property market as a whole and rental yields, nature, location and condition of the specific investment property.
Fixed asset investments held
∙In determining the residual value of fixed asset investments, the directors consider the expected proceeds currently receivable on disposal taking into account expected future earnings and, where possible, externally available market prices.
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MORPHUSE GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2023
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The average monthly number of employees, including directors, during the year was 0 (2022 - 0).
In accordance with UK legislation, office holders (i.e. registered company directors or secretaries) of the Company are not employees of the Company on the grounds that they are not party to a contract with the Company that meets the criteria for status of an employee.
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Residential investment property
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The 2023 valuations were made by the directors, on an open market value for existing use basis.
Based on the valuation exercise performed, the directors are of the opinion that the movement in fair value as at 31 January 2023 from that as at 1 February 2022 is immaterial and does not warrant an adjustment for re-valuation to be recognised as at the balance sheet date.
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MORPHUSE GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2023
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Falling due within one year
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Amounts owed by group undertakings
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Amounts owed by associated undertakings
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Prepayments and accrued income
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Trade and other debtors falling due within one year are non-interest bearing and, in the opinion of the directors, of a fair value not materially different to their carrying value.
Amounts owed by group undertakings and associated undertakings are unsecured, interest-free, except where indicated in note 12 to the financial statements, and repayable on demand with no fixed date of repayment.
At the balance sheet date, the provision for impairment against debtors falling due within one year was £nil.
Deferred tax assets of approximately £5,000 in respect of losses incurred in the United Kingdom have not been recognised by the Company as part of these financial statements on the grounds that there is currently insufficient certainty as to whether the Company will generate adequate trading profits in the short term against which said deferred tax assets may be offset.
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Cash and cash equivalents
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MORPHUSE GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2023
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Creditors: Amounts falling due within one year
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Amounts owed to group undertakings
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Amounts owed to associated undertakings
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Accruals and deferred income
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Amounts owed to group undertakings and associated undertakings are unsecured, interest-free and repayable on demand with no fixed date of repayment.
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The Company held no financial instruments during either the current or preceding financial reporting periods that would require specific disclosure under sections 11 or 12 of Financial Reporting Standard 102 and paragraph 36 of Schedule 1 to the Companies Act 2006.
The Company is party to cross-guarantees in which security in the form fixed and floating charges with negative pledge over all present and future assets of the Company, including a first legal charge over the investment properties held by the Company, has been granted in respect of loan finance agreements entered into by connected companies.
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Related party transactions
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The Company has taken advantage of exemptions provided by Section 33 of Financial Reporting Standard 102 from the requirement to disclose transactions undertaken or balances carried forward as at the balance sheet date between the Company and its fellow wholly-owned group undertakings.
At the balance sheet date the Company owed £800,551 (2022: £626,778) to, and was owed £1,814,787 (2022: £1,719,634) from, companies and partnerships connected by virtue of being a non-wholly-owned group undertaking, an associated undertaking and/or under common control in respect of intercompany loan accounts.
At the balance sheet date, the directors were owed £784,457 (2022: £789,401) by the Company. Amounts owed to the directors are interest-free, unsecured and repayable on demand with no fixed date of repayment.
There were no other related party transactions and/or period end balances to report in accordance with Financial Reporting Standard 102 or the Companies Act 2006 as part of these financial statements
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MORPHUSE GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2023
The Company was under the control of its directors.
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