Caseware UK (AP4) 2022.0.179 2022.0.179 2022-12-312022-12-312022-12-312022-12-31MREF V Storage Holdings Limited Stor-Age International (Pty) Ltd2022-06-20false00truefalse 14182841 2022-06-20 2022-12-31 14182841 2021-01-01 2022-06-19 14182841 2022-12-31 14182841 2022-06-19 14182841 c:Director1 2022-06-20 2022-12-31 14182841 c:Director1 2022-12-31 14182841 c:Director2 2022-06-20 2022-12-31 14182841 c:Director2 2022-12-31 14182841 c:Director3 2022-06-20 2022-12-31 14182841 c:Director3 2022-12-31 14182841 c:Director4 2022-06-20 2022-12-31 14182841 c:Director4 2022-12-31 14182841 c:Director5 2022-06-20 2022-12-31 14182841 c:Director5 2022-12-31 14182841 c:RegisteredOffice 2022-06-20 2022-12-31 14182841 d:FreeholdInvestmentProperty 2022-06-20 2022-12-31 14182841 d:FreeholdInvestmentProperty 2022-12-31 14182841 d:FreeholdInvestmentProperty 2022-06-19 14182841 d:CurrentFinancialInstruments 2022-12-31 14182841 d:CurrentFinancialInstruments d:WithinOneYear 2022-12-31 14182841 d:ShareCapital 2022-06-20 2022-12-31 14182841 d:ShareCapital 2022-12-31 14182841 d:ShareCapital 2022-06-19 14182841 c:OrdinaryShareClass1 2022-06-20 2022-12-31 14182841 c:OrdinaryShareClass1 2022-12-31 14182841 c:FRS102 2022-06-20 2022-12-31 14182841 c:Audited 2022-06-20 2022-12-31 14182841 c:FullAccounts 2022-06-20 2022-12-31 14182841 c:PrivateLimitedCompanyLtd 2022-06-20 2022-12-31 iso4217:GBP xbrli:shares xbrli:pure
Registered number: 14182841










SK WEST BROM LIMITED

AUDITED
DIRECTORS' REPORT
AND FINANCIAL STATEMENTS

FOR THE PERIOD ENDED
31 DECEMBER 2022
 

















 
SK WEST BROM LIMITED
 

COMPANY INFORMATION


Directors
Mr C J Ferguson-Davie (appointed 20 June 2022)
Mr M E C Gilbard (appointed 20 June 2022)
Mr R Greenwood (appointed 20 June 2022)
Mr S Hall (appointed 20 June 2022)
Mr S J Horton (appointed 20 June 2022)




Registered number
14182841



Registered office
127a High Street
Ruislip

Middlesex

HA4 8JN




Independent auditors
BDO LLP

55 Baker Street

London

W1U 7EU





 
SK WEST BROM LIMITED
 

CONTENTS



Page
Directors' Report
 
 
1 - 2
Independent Auditors' Report
 
 
3 - 6
Statement of Comprehensive Income
 
 
7
Balance Sheet
 
 
8
Statement of Changes in Equity
 
 
9
Notes to the Financial Statements
 
 
10 - 13


 
SK WEST BROM LIMITED
 

 
DIRECTORS' REPORT
FOR THE PERIOD ENDED 31 DECEMBER 2022

The Directors present their report and the financial statements for the period ended 31 December 2022.

Directors' responsibilities statement

The Directors are responsible for preparing 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 judgements and accounting estimates that are reasonable and prudent;

state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and

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 2006They 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 Company was incorporated on 20 June 2022 and began trading on that date.

Principal activity

The principal activity of the Company is the rental of storage units.

Results and dividends

The profit for the period, after taxation, amounted to £NIL.

No dividends were declared or paid in the period.

Directors

The Directors who served during the period were:

Mr C J Ferguson-Davie (appointed 20 June 2022)
Mr M E C Gilbard (appointed 20 June 2022)
Mr R Greenwood (appointed 20 June 2022)
Mr S Hall (appointed 20 June 2022)
Mr S J Horton (appointed 20 June 2022)

Page 1

 
SK WEST BROM LIMITED
 

 
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2022

Going concern

In reviewing the current financial position of the Company, the Directors have noted that at the reporting date the Company had net current liabilities of £6,519,000, net assets of £1,000.
 
The Directors of the Company have prepared cash flow forecasts for a period of at least 12 months from the date of approval of these financial statements. Those cash flow forecasts show that the Company is able to continue to operate within the existing facilities available. At year end the properties are still under construction.  
 
Once the properties begin trading,  the forecasts show that the company should require less than £1,000,000 in additional funding from the shareholders in order to meet operating and financing cashflows for the duration of the going concern period.  These cashflows will be met by the facilities made available by the shareholders which have undrawn commitments of £5,440,354.  In addition, the Directors of the Group have obtained a letter of support from the joint venture partners, MREF V Storage Holdings Limited and Stor-Age International (Pty) Ltd, which confirms that the JV partners will not recall the shareholder loans for a period of at least 12 months from the approval of these financial statements.
 
The Directors have also given due consideration to the future plans for the Company including the profile of debt maturities.  At year end there are only shareholder loans, for which a letter of support has been obtained. 
 
As a result of this assessment, the Directors are confident about the ability of the Company to continue as a going concern. Thus, the Directors continue to adopt the going concern basis of accounting in preparing the annual financial statements.

Disclosure of information to auditors

Each of the persons who are Directors at the time when this Directors' Report is approved has confirmed that:
 
so far as the Director is aware, there is no relevant audit information of which the Company's auditors are unaware; and

the Director has taken all the steps that ought to have been taken as a Director in order to be aware of any relevant audit information and to establish that the Company's auditors are aware of that information.

Independent Auditors

The auditorsBDO LLPwere appointed in the period and will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

Small companies note

In preparing this report, the Directors have taken advantage of the small companies exemptions provided by section 415A of the Companies Act 2006.

This report was approved by the board and signed on its behalf.
 





Mr R Greenwood
Director

Date: 1 November 2023

Page 2

 
SK WEST BROM LIMITED
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SK WEST BROM LIMITED
 

Opinion on the financial statements


In our opinion the financial statements:


give a true and fair view of the state of the Company's affairs as at 31 December 2022 and of its result for the period then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.


We have audited the financial statements of SK West Brom Limited (the 'Company') for the period from 20 June 2022 to 31 December 2022 which comprise the Statement of Comprehensive Income, the Balance Sheet, the Statement of Changes in Equity and notes to the financial statements 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).


Basis for opinion


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 believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Independence
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. 


Conclusions relating to going concern


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.


Page 3

 
SK WEST BROM LIMITED
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SK WEST BROM LIMITED (CONTINUED)


Other information


The Directors are responsible for the other information. The other information comprises the information included in the Audited Director's Report and Financial Statements, other than the financial statements and our auditor’s report thereon. 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.


Other Companies Act 2006 reporting
 

In our opinion, based on the work undertaken in the course of the audit:


the information given in the Directors' Report for the financial period for which the financial statements are prepared is consistent with the financial statements; and
the Directors' Report has 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 Directors' Report.


We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:


adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
the financial statements are not in agreement with the accounting records and returns; or
certain disclosures of Directors' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit; or
the Directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemptions in preparing the Directors' Report and from the requirement to prepare a Strategic Report.


Responsibilities of directors
 

As explained more fully in the Directors' Responsibilities Statement set out on page 1, the Directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the Directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.


In preparing the financial statements, the Directors are responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.


Page 4

 
SK WEST BROM LIMITED
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SK WEST BROM LIMITED (CONTINUED)


Auditors' responsibilities for the audit of the financial statements
 

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.


Extent to which the audit was capable of detecting irregularities, including fraud
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:

Non-compliance with laws and regulations
Based on:
 
Our understanding of the Company and industry in which it operates;
 
Discussion with management and those charged with governance; and
 
Obtaining an understanding of the Company's policies and procedures regarding compliance with laws and regulations.
 
We considered the significant laws and regulations to be the applicable accounting standards and the Companies Act 2006.
The Company is also subject to laws and regulations where the consequence of non-compliance could have a material effect on the amount or disclosures in the financial statements, for example through the imposition of fines or litigations. 
Our procedures in respect of the above included:
 
Review of minutes of meeting of those charged with governance for any instances of non-compliance with laws and regulations;
 
Review of financial statement disclosures and agreeing to supporting documentation; and
 
Review of legal expenditure accounts to understand the nature of expenditure incurred. 
 
Fraud
We assessed the susceptibility of the financial statements to material misstatement, including fraud. Our risk assessment procedures included:
 
Enquiry with management and those charged with governance regarding any known or suspected instances of fraud;
 
Obtaining an understanding of the Company’s policies and procedures relating to:
- Detecting and responding to the risks of fraud; and 
- Internal controls established to mitigate risks related to fraud. 
 
Review of minutes of meeting of those charged with governance for any known or suspected instances of fraud;
 
Page 5

 
SK WEST BROM LIMITED
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SK WEST BROM LIMITED (CONTINUED)


Discussion amongst the engagement team as to how and where fraud might occur in the financial statements;
 
Performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud; and
 
Considering remuneration incentive schemes and performance targets and the related financial statement areas impacted by these.
 
Our procedures in respect of the above included:
 
Testing a sample of journal entries throughout the year, which met a defined risk criteria, by agreeing to supporting documentation; and
 
Assessing significant estimates made by management, including the valuation of freehold property for bias.
 
We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members who were all deemed to have appropriate competence and capabilities and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.  


Our audit procedures were designed to respond to risks of material misstatement in the financial statements, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery, misrepresentations or through collusion. There are inherent limitations in the audit procedures performed and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we are to become aware of it.


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.


Use of our report
 

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 2006Our 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.





Christopher Young (Senior Statutory Auditor)
  
for and on behalf of BDO LLP, Statutory Auditor
London, UK
 




1 November 2023
BDO LLP is a limited liability partnership registered in England and Wales (with registered number OC305127).
Page 6

 
SK WEST BROM LIMITED
 

STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 31 DECEMBER 2022


  

There was no comprehensive income for 2022.

The notes on pages 10 to 13 form part of these financial statements.

Page 7

 
SK WEST BROM LIMITED
REGISTERED NUMBER: 14182841

BALANCE SHEET
AS AT 31 DECEMBER 2022

2022
Note
£000

Fixed assets
  

Investment property
 5 
6,520

Current assets
  

Debtors: amounts falling due within one year
 6 
47

Creditors: amounts falling due within one year
 7 
(6,566)

Net current liabilities
  
 
 
(6,519)

Total assets less current liabilities
  
1

  

Net assets
  
1


Capital and reserves
  

Called up share capital 
 8 
1

  
1


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 were approved and authorised for issue by the board and were signed on its behalf by: 




Mr R Greenwood
Director

Date: 1 November 2023

The notes on pages 10 to 13 form part of these financial statements.

Page 8

 
SK WEST BROM LIMITED
 

STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 DECEMBER 2022


Called up share capital
Total equity

£000
£000

At 20 June 2022
-
-

Profit for the period
-
-

Shares issued during the period
1
1


At 31 December 2022
1
1

The notes on pages 10 to 13 form part of these financial statements.

Page 9

 
SK WEST BROM LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2022

1.


General information

SK West Brom Limited is a private company, limited by shares and incorporated in England and Wales, registration number 14182841. The registered office is 127a High Street, Ruislip, Middlesex, HA4 8JN.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements 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 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 judgement in applying the Company's accounting policies (see note 3).

These financial statements are presented in sterling, which is the functional currency of the Company  and rounded to the nearest £'000 unless otherwise stated.
The Company was incorporated on 20 June 2022 and began trading on that date.

The following principal accounting policies have been applied:

  
2.2

Compliance with accounting standards

The financial statements have been prepared using FRS 102, the financial reporting standard applicable in the UK and Republic of Ireland, including the disclosure and presentation requirements of Section 1A, applicable to small companies. There were no material departures from that standard.

 
2.3

Going concern

In reviewing the current financial position of the Company, the Directors have noted that at the reporting date the Company had net current liabilities of £6,519,000, net assets of £1,000.
 
The Directors of the Company have prepared cash flow forecasts for a period of at least 12 months from the date of approval of these financial statements. Those cash flow forecasts show that the Company is able to continue to operate within the existing facilities available. At year end the properties are still under construction.  
 
Once the properties begin trading,  the forecasts show that the company should require less than £1,000,000 in additional funding from the shareholders in order to meet operating and financing cashflows for the duration of the going concern period.  These cashflows will be met by the facilities made available by the shareholders which have undrawn commitments of £5,440,354.  In addition, the Directors of the Group have obtained a letter of support from the joint venture partners, MREF V Storage Holdings Limited and Stor-Age International (Pty) Ltd, which confirms that the JV partners will not recall the shareholder loans for a period of at least 12 months from the approval of these financial statements.
 
The Directors have also given due consideration to the future plans for the Company including the profile of debt maturities.  At year end there are only shareholder loans, for which a letter of support has been obtained. 
 
As a result of this assessment, the Directors are confident about the ability of the Company to continue as a going concern. Thus, the Directors continue to adopt the going concern basis of accounting in preparing the annual financial statements.

Page 10

 
SK WEST BROM LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2022

2.Accounting policies (continued)

 
2.4

Investment property

Investment property and investment property under development is carried at fair value determined annually and derived from the current market rents and investment property yields for comparable real estate, adjusted if necessary for any difference in the nature, location or condition of the specific asset. No depreciation is provided. Changes in fair value are recognised in profit or loss.

 
2.5

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

 
2.6

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

 
2.7

Financial instruments

The Company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares.

Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at present value of the future cash flows and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received. However, if the arrangements of a short-term instrument constitute a financing transaction, like the payment of a trade debt deferred beyond normal business terms or in case of an out-right short-term loan that is not at market rate, the financial asset or liability is measured, initially at the present value of future cash flows discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost, unless it qualifies as a loan from a director in the case of a small company, or a public benefit entity concessionary loan.

Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the Statement of Comprehensive Income.

For financial assets measured at cost less impairment, the impairment loss is measured as the difference between an asset's carrying amount and best estimate of the recoverable amount, which is an approximation of the amount that the Company would receive for the asset if it were to be sold at the balance sheet date.

Page 11

 
SK WEST BROM LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2022

3.


Judgements in applying accounting policies and key sources of estimation uncertainty

In preparing the financial statements, management is required to make judgements, estimates and assumptions which affect reported income, expenses, assets, liabilities and disclosure of contingent assets and liabilities. Use of available information and application of judgement are inherent in the formation of estimates, together with past experience and expectations of future events that are believed to be reasonable under the circumstances. Actual results in the future could differ from such estimates.

Valuation of Investment Property
In arriving at the valuation of the Company's investment property, the Directors used estimates of the property's future operating income streams. Investment yields are applied based on historical experience and advice from independent advisors. The future income streams are estimated based on current contractual arrangements. Management takes into account a number including the impact of real estate market and demand and varying occupancy rates to arrive at the period end value.


4.


Employees

The Company has no employees other than the Directors, who did not receive any remuneration.


5.


Investment property


Investment property under dvelopment

£000



Valuation


At 20 June 2022
-


Additions at cost
6,520



At 31 December 2022
6,520

In arriving at the valuation of the Company's investment property under development, the Directors used estimates of the property's future operating income streams. Investment yields are applied based on historical experience and advice from independent advisors. The future income streams are estimated based on current contractual arrangements. Management takes into account a number including the impact of real estate market and demand and varying occupancy rates to arrive at the period end value.





6.


Debtors: amounts falling due within one year

2022
£000


Other debtors
47


Page 12

 
SK WEST BROM LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2022

7.


Creditors: Amounts falling due within one year

2022
£000

Trade creditors
6

Amounts owed to shareholders
6,560

6,566


Amounts owed to shareholders are unsecured, interest free and repayable on demand.


8.


Share capital

2022
£000
Allotted, called up and fully paid


1,000 Ordinary shares of £1.00 each
1


During the period the Company issued 1,000 ordinary shares at par value.


9.


Related party transactions

During the period the Company received loans from its shareholders totalling £6,560,000. The loans are presented in amounts owed to shareholders. For details of the loan terms refer to note 7.


10.


Controlling party

The Company's immediate parent companies are MREF V Storage Holdings Limited, a company incorporated in England and Wales, and Stor-Age International (Pty) Ltd, a company incorporated in South Africa.
The ultimate parent and controlling party is MREF V "B" Limited Partnership, a limited partnership registered in England and Wales.

Page 13