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Registered number: 05836882










SK JV 5 HOLDCO LIMITED
(FORMERLY KNOWN AS CORNBRASH LTD)
AUDITED
DIRECTORS' REPORT
AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED
31 DECEMBER 2022
 

















 
SK JV 5 HOLDCO LIMITED
 

COMPANY INFORMATION


Directors
Mr C J Ferguson-Davie (appointed 22 March 2022)
Mr M E C Gilbard (appointed 22 March 2022)
Mr R Greenwood (appointed 22 March 2022)
Mr S Hall (appointed 22 March 2022)
Mr S J Horton (appointed 22 March 2022)
Mr B J Morris (resigned 22 March 2022)
Mrs J E Morris (resigned 22 March 2022)




Registered number
05836882



Registered office
127a High Street
Ruislip

Middlesex

HA4 8JN




Independent auditors
BDO LLP

55 Baker Street

London

W1U 7EU





 
SK JV 5 HOLDCO 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 - 19


 
SK JV 5 HOLDCO LIMITED
 

 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2022

The Directors present their report and the financial statements for the year 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.

Principal activity

The principal activity of the Company is that of a holding company.

Results and dividends

The loss for the year, after taxation, amounted to £215,000 (2021 - profit £60,000).

Dividends totalling £75,000 (2021 - £300,000) were delcared and paid in the year.

Directors

The Directors who served during the year were:

Mr C J Ferguson-Davie (appointed 22 March 2022)
Mr M E C Gilbard (appointed 22 March 2022)
Mr R Greenwood (appointed 22 March 2022)
Mr S Hall (appointed 22 March 2022)
Mr S J Horton (appointed 22 March 2022)
Mr B J Morris (resigned 22 March 2022)
Mrs J E Morris (resigned 22 March 2022)

Page 1

 
SK JV 5 HOLDCO LIMITED
 

 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR 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 £6,054,000 (2021 net current assets: £12,115,000), net assets of £3,219,000 (2021: £3,509,000), loss before tax for the year of £223,000 (2021 profit: £73,000) and cash generated from operations during the year of £376,000 (2021: £712,000).
The Directors of the Company have prepared cash flow forecasts for a period of 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. The Directors have also given due consideration to the future plans for the Company and the profile of debt maturities.
In addition, the Directors of the Company 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 financial support will be provided, if required, to allow the the Company to meet its liabilities as they fall due for a period of at least 12 months from the approval of these financial statements.
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 LLP, were appointed in the year 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: 31 October 2023

Page 2

 
SK JV 5 HOLDCO LIMITED
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SK JV 5 HOLDCO 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 loss for the year 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 JV 5 Holdco Limited (the 'Company') for the year ended 31 December 2022, which comprise the Statement of Comprehensive Income, the Balance Sheet, the Statement of Changes in Equity and the 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.


Other matter
The corresponding figures are unaudited.


Page 3

 
SK JV 5 HOLDCO LIMITED
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SK JV 5 HOLDCO LIMITED (CONTINUED)


Other information


The Directors are responsible for the other information. The other information comprises the information included in the Audited Directors' 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 year 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 JV 5 HOLDCO LIMITED
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SK JV 5 HOLDCO 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 the industry in which it operates;
Discussion with management and those charged with governance; and
Obtaining and 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;
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.
 
Page 5

 
SK JV 5 HOLDCO LIMITED
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SK JV 5 HOLDCO LIMITED (CONTINUED)


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 impairment of investments 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 JV 5 HOLDCO LIMITED
 

STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2022

2022
Unaudited 2021
Note
£000
£000

  

Turnover
 4 
67
308

Gross profit
  
67
308

Administrative expenses
  
(232)
(63)

Operating (loss)/profit
 5 
(165)
245

Interest receivable and similar income
 7 
56
151

Interest payable and similar expenses
 8 
(114)
(323)

(Loss)/profit before tax
  
(223)
73

Tax on (loss)/profit
 9 
8
(13)

(Loss)/profit for the financial year
  
(215)
60

There was no other comprehensive income for 2022 (2021:£NIL).

The notes on pages 10 to 19 form part of these financial statements.

Page 7

 
SK JV 5 HOLDCO LIMITED
REGISTERED NUMBER: 05836882

BALANCE SHEET
AS AT 31 DECEMBER 2022

2022
Unaudited 2021
Note
£000
£000

Fixed assets
  

Tangible assets
 10 
-
44

Investments
 11 
9,273
9,273

  
9,273
9,317

Current assets
  

Debtors
 12 
13,643
12,286

Cash at bank and in hand
 13 
376
712

  
14,019
12,998

Creditors: amounts falling due within one year
 14 
(20,073)
(883)

Net current (liabilities)/assets
  
 
 
(6,054)
 
 
12,115

Total assets less current liabilities
  
3,219
21,432

Creditors: amounts falling due after more than one year
 15 
-
(17,915)

Provisions for liabilities
  

Deferred tax
 17 
-
(8)

  
 
 
-
 
 
(8)

Net assets
  
3,219
3,509


Capital and reserves
  

Called up share capital 
 18 
-
-

Share premium account
 19 
91
91

Profit and loss account
 19 
3,128
3,418

  
3,219
3,509


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: 31 October 2023

The notes on pages 10 to 19 form part of these financial statements.

Page 8

 
SK JV 5 HOLDCO LIMITED
 

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


Called up share capital
Share premium account
Profit and loss account
Total equity

£000
£000
£000
£000


At 1 January 2021
-
91
3,658
3,749


Comprehensive income for the year

Profit for the year
-
-
60
60

Dividends: Equity capital
-
-
(300)
(300)



At 1 January 2022
-
91
3,418
3,509


Comprehensive income for the year

Loss for the year
-
-
(215)
(215)

Dividends: Equity capital
-
-
(75)
(75)


At 31 December 2022
-
91
3,128
3,219


The notes on pages 10 to 19 form part of these financial statements.

Page 9

 
SK JV 5 HOLDCO LIMITED
 

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

1.


General information

SK JV 5 Holdco Limited is a private company, limited by shares and incorporated in England and Wales, registration number 05836882. The registered office is 127a High Street, Ruislip, Middlesex, HA4 8JN.
During the year the Company changed its name from Cornbrash Ltd to SK JV 5 Holdco Limited.

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 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

Exemption from preparing consolidated financial statements

The Company is a parent company that is also a subsidiary included in the consolidated financial statements of a larger group by a parent undertaking established under the law of any part of the United Kingdom and is therefore exempt from the requirement to prepare consolidated financial statements under section 400 of the Companies Act 2006.

 
2.4

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 £6,054,000 (2021 net current assets: £12,115,000), net assets of £3,219,000 (2021: £3,509,000), loss before tax for the year of £223,000 (2021 profit: £73,000) and cash generated from operations during the year of £376,000 (2021: £712,000).
The Directors of the Company have prepared cash flow forecasts for a period of 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. The Directors have also given due consideration to the future plans for the Company and the profile of debt maturities.
In addition, the Directors of the Company 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 financial support will be provided, if required, to allow the the Company to meet its liabilities as they fall due for a period of at least 12 months from the approval of these financial statements.
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 JV 5 HOLDCO LIMITED
 

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

2.Accounting policies (continued)

 
2.5

Revenue

Management fees are recognised as revenue in the period to which they relate and relate predominantly to the provision of asset management, property management and administration services to the joint venture. Management fee is recorded as income over time in the year in which the services are rendered and the performance obligations are satisfied.

 
2.6

Interest income

Interest income is recognised in profit or loss using the effective interest method.

 
2.7

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

 
2.8

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company operates and generates income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

 
2.9

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

At each reporting date the company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.

Page 11

 
SK JV 5 HOLDCO LIMITED
 

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

2.Accounting policies (continued)


2.9
Tangible fixed assets (continued)

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Motor vehicles
-
20%
Fixtures and fittings
-
20%
Office equipment
-
25%

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

 
2.10

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

 
2.11

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.

 
2.12

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

 
2.13

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.

 
2.14

Provisions for liabilities

Provisions are made where an event has taken place that gives the Company a legal or constructive obligation that probably requires settlement by a transfer of economic benefit, and a reliable estimate can be made of the amount of the obligation.
Provisions are charged as an expense to profit or loss in the year that the Company becomes aware of the obligation, and are measured at the best estimate at the balance sheet date of the expenditure required to settle the obligation, taking into account relevant risks and uncertainties.
When payments are eventually made, they are charged to the provision carried in the Balance Sheet.

Page 12

 
SK JV 5 HOLDCO LIMITED
 

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

2.Accounting policies (continued)

 
2.15

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.

 
2.16

Dividends

Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.


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.

The Directors do not consider the Company to have any key sources of estimation uncertainty.


4.


Turnover

The whole of the turnover is attributable to the Company's principal activity.

All turnover arose within the United Kingdom.

Page 13

 
SK JV 5 HOLDCO LIMITED
 

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

5.


Operating (loss)/profit

The operating (loss)/profit is stated after charging:

2022
Unaudited 2021
£000
£000

Auditors' remuneration - audit services
8
-


6.


Employees

The Company has no employees other than the Directors, who did not receive any remuneration (2021 - £NIL).


7.


Interest receivable

2022
Unaudited 2021
£000
£000


Other interest receivable
56
151


8.


Interest payable and similar expenses

2022
Unaudited 2021
£000
£000


Bank interest payable
114
323

Page 14

 
SK JV 5 HOLDCO LIMITED
 

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

9.


Taxation


2022
Unaudited 2021
£000
£000

Corporation tax


Current tax on profits for the year
-
15


-
15


Deferred tax


Origination and reversal of timing differences
(8)
(2)

Total deferred tax
(8)
(2)


Taxation on (loss)/profit on ordinary activities
(8)
13

Factors affecting tax charge for the year

The tax assessed for the year is higher than (2021 - lower than) the standard rate of corporation tax in the UK of 19% (2021 - 19%). The differences are explained below:

Unaudited 2022
Unaudited 2021
£000
£000


(Loss)/profit on ordinary activities before tax
(223)
73


(Loss)/profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 19% (2021 - 19%)
(42)
14

Effects of:


Losses surrendered to group companies
42
-

Deferred tax
(8)
-

Group relief
-
(1)

Total tax charge for the year
(8)
13


Factors that may affect future tax charges

On 3 March 2021, the UK Chancellor of the Exchequer announced that the corporation tax rate would increase to a maximum of 25% from 1 April 2023. This was substantively enacted on 24 May 2021. 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, based on tax law and the corporation tax rates that have been enacted, or substantively enacted, at 31 December 2022. As such, the deferred tax rate applicable at 31 December 2022 is 25% and deferred tax has been re-measured at this rate.

Page 15

 
SK JV 5 HOLDCO LIMITED
 

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

10.


Tangible fixed assets





Motor vehicles
Fixtures and fittings
Office equipment
Total

£000
£000
£000
£000



Cost


At 1 January 2022
52
1
2
55


Disposals
(52)
(1)
(2)
(55)



At 31 December 2022

-
-
-
-



Accumulated depreciation


At 1 January 2022
10
1
-
11


Disposals
(10)
(1)
-
(11)



At 31 December 2022

-
-
-
-



Net book value



At 31 December 2022
-
-
-
-



At 31 December 2021
42
-
2
44


11.


Fixed asset investments





Investments in subsidiary companies

£000



Cost or valuation


At 1 January 2022
9,273



At 31 December 2022
9,273




Page 16

 
SK JV 5 HOLDCO LIMITED
 

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

12.


Debtors


2022
Unaudited 2021
£000
£000

Due after more than one year

Amounts owed by group undertakings
-
12,172

-
12,172

Due within one year

Amounts owed by group undertakings
13,643
-

Other debtors
-
96

Prepayments and accrued income
-
18

13,643
12,286


Amounts owed by group undertakings are interest free and repayable on demand.


13.


Cash and cash equivalents

2022
Unaudited 2021
£000
£000

Cash at bank and in hand
376
712



14.


Creditors: Amounts falling due within one year

2022
Unaudited 2021
£000
£000

Bank loans
-
798

Trade creditors
-
12

Amounts owed to group undertakings
20,035
-

Corporation tax
-
1

Other taxation and social security
25
11

Accruals and deferred income
13
61

20,073
883


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

Page 17

 
SK JV 5 HOLDCO LIMITED
 

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

15.


Creditors: Amounts falling due after more than one year

2022
Unaudited 2021
£000
£000

Bank loans
-
17,915


During the year the Company repaid its bank borrowings by drawing down on loan facilities made available by its parent undertaking.


16.


Financial instruments

2022
Unaudited 2021
£000
£000

Financial assets


Financial assets measured at fair value through profit or loss
376
712




Financial assets measured at fair value through profit or loss comprise cash and cash equivalents.


17.


Deferred taxation




2022
Unaudited 2021


£000

£000






At beginning of year
(8)
(10)


Charged to profit or loss
8
2



At end of year
-
(8)

The deferred taxation balance is made up as follows:

2022
Unaudited 2021
£000
£000


Accelerated capital allowances
-
(8)

Page 18

 
SK JV 5 HOLDCO LIMITED
 

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

18.


Share capital

2022
Unaudited 2021
£
£
Allotted, called up and fully paid



101 (2021 - 101) Ordinary A shares of £1.00 each
101
101
101 (2021 - 101) Ordinary B shares of £1.00 each
101
101

202

202

Ordinary A and B shareholders have the following rights:
 
1.All shares rank equally for voting purposes;
2.Dividends may be paid to holders of one class of shares to the exclusion of others; and
3.Each share ranks equally for any distribution or winding up rights of redemption.



19.


Reserves

Share premium account

The share premium account is the credited difference in price between the par value of the shares and the total price the Company received for the issued shares.

Profit and loss account

The profit and loss account represents cumulative profits and losses net of all adjustments.


20.


Related party transactions

The Company is exempt under the terms of Financial Reporting Standard 102 (FRS 102) paragraph 33.1A, from disclosing related party transactions with other group companies.


21.


Controlling party

The Company's immediate parent company is SK JV Bidco Limited, a company incorporated in England and Wales.
The ultimate parent and controlling party is MREF V "B" Limited Partnership, a limited partnership registered in England and Wales.
The smallest and largest group of undertakings into which the results of the Company are consolidated is headed by SK JV Bidco Limited.
The registered office address of SK JV Bidco Limited is 127a High Street, Ruislip, Middlesex, HA4 8JN. The consolidated financial statements are available from the registered office address and Companies House.


Page 19