Offer Real Limited
Unaudited Financial Statements
For the year ended 31 March 2023
For Filing with Registrar
Company Registration No. 13142799 (England and Wales)
Offer Real Limited
Balance Sheet
As at 31 March 2023
Page 1
2023
2022
Notes
£
£
£
£
Fixed assets
Investment properties
5
14,775,000
15,347,000
Current assets
Debtors
6
26,757
12,543
Cash at bank and in hand
103,674
-
0
130,431
12,543
Creditors: amounts falling due within one year
7
(12,676,780)
(13,456,831)
Net current liabilities
(12,546,349)
(13,444,288)
Total assets less current liabilities
2,228,651
1,902,712
Provisions for liabilities
8
(721,973)
(419,461)
Net assets
1,506,678
1,483,251
Capital and reserves
Called up share capital
10
100
100
Revaluation reserve
1,126,100
412,820
Profit and loss reserves
380,478
1,070,331
Total equity
1,506,678
1,483,251

The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.true

For the financial year ended 31 March 2023 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.

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 member has not required the company to obtain an audit of its financial statements for the year in question in accordance with section 476.

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

Offer Real Limited
Balance Sheet (Continued)
As at 31 March 2023
Page 2
The financial statements were approved by the board of directors and authorised for issue on
18 October 2023
18 October 2023
18 October 2023
and are signed on its behalf by:
T H M Offer
Director
Company Registration No. 13142799
Offer Real Limited
Statement of Changes in Equity
For the year ended 31 March 2023
Page 3
Share capital
Revaluation reserve
Profit and loss reserves
Total
Notes
£
£
£
£
Balance at 19 January 2021
-
0
-
0
-
0
-
0
Period ended 31 March 2022:
Profit and total comprehensive income for the period
-
-
1,483,151
1,483,151
Issue of share capital
10
100
-
-
100
Transfer of the deferred tax liability movement
-
(23,180)
23,180
-
Transfer of the revaluation gain
-
436,000
(436,000)
-
Balance at 31 March 2022
100
412,820
1,070,331
1,483,251
Period ended 31 March 2023:
Profit and total comprehensive income for the period
-
-
23,427
23,427
Transfer of the deferred tax liability movement
-
(82,920)
82,920
-
Transfer of the revaluation gain
-
796,200
(796,200)
-
Balance at 31 March 2023
100
1,126,100
380,478
1,506,678
Offer Real Limited
Notes to the Financial Statements
For the year ended 31 March 2023
Page 4
1
Accounting policies
Company information

Offer Real Limited is a private company limited by shares incorporated in England and Wales. The registered office is 1 Panther Quay, Old Bridge Street, Hampton Wick, Kingston upon Thames, KT1 4BU.

1.1
Accounting convention

These financial statements have been prepared in accordance with Section 1A of FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention, modified to include the revaluation of investment properties. The principal accounting policies adopted are set out below.

1.2
Going concern

At the Balance Sheet date the company had net current liabilities of £12,true546,349 due to the £11,951,304 owed to its parent company, The Offer Group Limited. The Offer Group Limited have confirmed that they will not seek repayment of the amount owed by Offer Real Limited until such time as the company is able to repay it without compromising its ability to continue to trade and to meet its liabilities as they fall due.

 

The Offer Group Limited has confirmed it will continue to provide the necessary financial support to Offer Real Limited to enable it to continue as a going concern for a period of at least 12 months from the date of approval of the financial statements and to enable the company to meet its liabilities as they fall due.

 

On the basis of the company's financial position and the support provided by The Offer Group Limited, at the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue to operate for at least 12 months from the date of approval of the financial statements. Consequently, the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

1.3
Investment properties

Investment property, which is property held to earn rentals and/or for capital appreciation, is measured using the fair value model and stated at its fair value at the reporting end date. The surplus or deficit on revaluation is recognised in the profit and loss account.

 

The cumulative surplus on revaluation whilst recognised in profit or loss, is not distributable. The company transfers such revaluation surplus to a separate revaluation reserve within retained earnings together with the associated deferred tax annually.

 

Although this accounting policy is in accordance with FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" ("FRS 102"), it is a departure from the general requirements of the Companies Act 2006 for all tangible fixed assets to be depreciated. In the opinion of the directors compliance with the standard is necessary for the financial statements to give a true and fair view. Depreciation or amortisation is only one of the many factors reflected in the annual valuation and the amount of this which might otherwise have been charged cannot be separately identified or quantified.

Offer Real Limited
Notes to the Financial Statements (Continued)
For the year ended 31 March 2023
1
Accounting policies
(Continued)
Page 5
1.4
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 less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

1.5
Financial instruments

The company only has financial instruments classified as basic and measured at amortised cost. The company has no financial instruments that are classified as 'other' or financial instruments measured at fair value.

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 a 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 of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

 

Debt instruments are subsequently carried at amortised cost, using the effective interest 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.

1.6
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.

1.7
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Offer Real Limited
Notes to the Financial Statements (Continued)
For the year ended 31 March 2023
1
Accounting policies
(Continued)
Page 6
Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

 

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. 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. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

1.8
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

 

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

 

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

1.9
Leases

Rental income from operating leases is recognised on a straight line basis over the term of the relevant lease. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognised on a straight line basis over the lease term.

1.10

Other operating income

Other operating income consists mainly of rental income and service charge income generated by the properties held by the company. Such income is credited to the profit and loss account on an accruals basis.

 

Other operating income also includes the surplus or deficit on the revaluation of investment properties.

Offer Real Limited
Notes to the Financial Statements (Continued)
For the year ended 31 March 2023
Page 7
2
Judgements and key sources of estimation uncertainty

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.

Critical judgements

The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

Valuation of investment properties

The investment properties owned by the company have been valued by T H M Offer, a director of the company, as at 31 March 2023.

3
Employees

The average monthly number of persons (including directors) employed by the company during the year was 0 (2022: 0).

4
Taxation
Year ended
Period ended
31 March
31 March
2023
2022
£
£
Current tax
UK corporation tax on profits for the current period
213,870
252,587
Deferred tax
Origination and reversal of timing differences
29,600
-
0
Other adjustments
272,912
419,461
Total deferred tax
302,512
419,461
Total tax charge
516,382
672,048
Offer Real Limited
Notes to the Financial Statements (Continued)
For the year ended 31 March 2023
Page 8
5
Investment property
2023
£
Fair value
At 1 April 2022
15,347,000
Additions
131,801
Revaluations
(703,801)
At 31 March 2023
14,775,000

The company's freehold and leasehold investment properties were valued by an internal valuer Timothy Offer MRICS, a director, as at 31 March 2023. The valuations are in accordance with the Royal Institution of Chartered Surveyors- Professional Standards

 

All properties are let out on operating leases.

 

Historical cost of the investment properties is £15,003,200 (2022: £14,978,000).

 

The fair value of investment property has been arrived at on the basis of a directors' valuation as at 31 March 2023 and was made on an open market basis. The directors have considered comparable available market information in arriving at their valuation.

 

6
Debtors
2023
2022
Amounts falling due within one year:
£
£
Trade debtors
26,757
12,543
7
Creditors: amounts falling due within one year
2023
2022
£
£
Trade creditors
141,175
17,394
Amounts owed to group undertakings
11,951,304
12,894,508
Corporation tax
214,176
252,587
Other taxation and social security
43,377
62,239
Other creditors
326,748
230,103
12,676,780
13,456,831
Offer Real Limited
Notes to the Financial Statements (Continued)
For the year ended 31 March 2023
Page 9
8
Provisions for liabilities
2023
2022
£
£
Deferred tax liabilities
9
721,973
419,461
9
Deferred taxation

The following are the major deferred tax liabilities and assets recognised by the company and movements thereon:

Liabilities
Liabilities
2023
2022
Balances:
£
£
Accelerated capital allowances
29,600
-
Revaluations
106,100
23,180
Realised on property transfer from group company
586,273
396,281
721,973
419,461
2023
Movements in the year:
£
Liability at 1 April 2022
419,461
Charge to profit or loss
219,592
Charge to other comprehensive income
82,920
Liability at 31 March 2023
721,973
10
Called up share capital
2023
2022
2023
2022
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of £1 each
100
100
100
100
11
Financial commitments, guarantees and contingent liabilities

Offer Real Limited has provided a guarantee in relation to bank loans held by The Offer Group Limited, the immediate parent company. The guarantee from Offer Real Limited is supported by first priority legal charges over the investment properties.

12
Related party transactions

The company has taken the exemption from disclosing related party transactions with companies under the same control in accordance with FRS 102 - Section 33 "Related Party Transactions".

Offer Real Limited
Notes to the Financial Statements (Continued)
For the year ended 31 March 2023
Page 10
13
Parent company

The parent company is The Offer Group Limited by virtue of its 100% shareholding in the company and is registered in the UK at 1 Panther Quay, Old Bridge Street, Hampton Wick, Kingston upon Thames, England, KT1 4BU.

The ultimate controlling party is Offer Estate Holdings Limited by virtue of its 100% shareholding in The Offer Group Limited and is registered in the UK at 1 Panther Quay, Old Bridge Street, Hampton Wick, Kingston upon Thames, England, KT1 4BU.

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