Company Registration No. 02326373 (England and Wales)
Castle Square Developments Limited
Financial statements
for the year ended 28 February 2023
Pages for filing with the registrar
Castle Square Developments Limited
Contents
Page
Statement of financial position
1
Notes to the financial statements
2 - 12
Castle Square Developments Limited
Statement of financial position
As at 28 February 2023
28 February 2023
1
2023
2022
Notes
£
£
£
£
Fixed assets
Tangible assets
3
30,432
40,748
Investment property
4
21,517,491
22,982,053
Investments
5
4,102,722
3,734,252
25,650,645
26,757,053
Current assets
Stocks
6
643,314
629,197
Debtors
7
2,682,102
2,867,065
Cash at bank and in hand
3,097,373
1,067,615
6,422,789
4,563,877
Creditors: amounts falling due within one year
8
(6,317,484)
(5,529,416)
Net current assets/(liabilities)
105,305
(965,539)
Total assets less current liabilities
25,755,950
25,791,514
Creditors: amounts falling due after more than one year
9
(2,866,617)
(3,096,417)
Provisions for liabilities
11
(231,319)
(316,597)
Net assets
22,658,014
22,378,500
Capital and reserves
Called up share capital
12
8,034
8,034
Share premium account
1,059,127
1,059,127
Profit and loss reserves
21,590,853
21,311,339
Total equity
22,658,014
22,378,500

The directors of the company have elected not to include a copy of the income statement within the financial statements.true

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

The financial statements were approved by the board of directors and authorised for issue on 17 November 2023 and are signed on its behalf by:
J W Lockwood
Director
Company Registration No. 02326373
Castle Square Developments Limited
Notes to the financial statements
For the year ended 28 February 2023
2
1
Accounting policies
Company information

Castle Square Developments Limited is a private company limited by shares incorporated in England and Wales. The registered office is Scampton House, Scampton, Lincoln, LN1 2SF.

1.1
Accounting convention

These financial statements have been prepared in accordance with 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 disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

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 freehold properties and to include investment properties and certain financial instruments at fair value. The principal accounting policies adopted are set out below.

The company has taken advantage of the exemption under section 399 of the Companies Act 2006 not to prepare consolidated accounts, on the basis that the group of which this is the parent qualifies as a small group. The financial statements present information about the company as an individual entity and not about its group.

1.2
Turnover

Turnover represents commercial rents receivable, proceeds from sale of property and property development income.

 

Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

Revenue from the sale of property is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on transfer of title), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Rental income is recognised on an accruals basis over the term of the lease.

1.3
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Fixtures and fittings
- 10% on cost
Motor vehicles
- 25% on cost
Computer equipment
- 20% on cost

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.

Castle Square Developments Limited
Notes to the financial statements (continued)
For the year ended 28 February 2023
1
Accounting policies (continued)
3
1.4
Investment properties

Investment property, which is property held to earn rentals and/or for capital appreciation, is initially recognised at cost, which includes the purchase cost and any directly attributable expenditure. Subsequently it is measured at fair value at the reporting end date. Changes in fair value are recognised in profit or loss.

Depreciation is provided only on those investment properties which are leasehold and where the unexpired term is less than 20 years.

 

No depreciation is provided on freehold investment properties. The requirement of the Companies Act 2006 is to depreciate all fixed assets which have a useful economic life but that requirement conflicts with FRS 102, The Financial Reporting Standard applicable in the UK and Republic of Ireland, for the financial statements to give a true and fair view.

1.5
Fixed asset investments

Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss. Investments in partnerships are measured at cost of investment plus share of partnership income.

Investments in listed investments are initially measured at transaction price excluding transaction costs, and are subsequently measured at fair value at each reporting date. Changes in fair value are recognised in profit or loss. Transaction costs are expensed to profit or loss as incurred.

Entities in which the company has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.

1.6
Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to sell, which is equivalent to net realisable value.

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.

1.7
Cash at bank and in hand

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.

1.8
Financial instruments

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

 

Financial instruments are recognised in the company's statement of financial position when the company becomes party to the contractual provisions of the instrument.

 

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Castle Square Developments Limited
Notes to the financial statements (continued)
For the year ended 28 February 2023
1
Accounting policies (continued)
4
Fair value measurement of financial instruments

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.

Basic financial assets

Basic financial assets, which include debtors, 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 trade and other 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 receipts 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. Accounts payable are classified as 'creditors: amounts falling due within one year' if payment is due within one year or less. If not, they are presented as 'creditors: amounts falling due after more than one year'. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

1.9
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.

1.10
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 income statement 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.

Castle Square Developments Limited
Notes to the financial statements (continued)
For the year ended 28 February 2023
1
Accounting policies (continued)
5
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.

1.11
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.

1.12
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

1.13
Leases

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leases asset are consumed.

2
Employees

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

2023
2022
Number
Number
Total
9
9
Castle Square Developments Limited
Notes to the financial statements (continued)
For the year ended 28 February 2023
6
3
Tangible fixed assets
Plant and machinery etc
£
Cost
At 1 March 2022
121,130
Additions
4,425
At 28 February 2023
125,555
Depreciation and impairment
At 1 March 2022
80,382
Depreciation charged in the year
14,741
At 28 February 2023
95,123
Carrying amount
At 28 February 2023
30,432
At 28 February 2022
40,748
4
Investment property
2023
£
Fair value
At 1 March 2022
22,982,053
Disposals
(1,173,265)
Revaluations
(291,297)
At 28 February 2023
21,517,491

The fair value of the investment property has been arrived at on an open market value basis, by the directors, by reference to market evidence of transaction prices for similar properties.

5
Fixed asset investments
2023
2022
£
£
Shares in group undertakings and participating interests
51
51
Other investments other than loans
4,102,671
3,734,201
4,102,722
3,734,252
Fixed asset investments revalued

Listed investments of £1,949,075 were acquired in the prior year, net of subsequent disposals. These were measured at fair value at the year end based on quoted market prices on an active environment and have a total market value of £1,898,168 (2022: £1,955,206).

Castle Square Developments Limited
Notes to the financial statements (continued)
For the year ended 28 February 2023
5
Fixed asset investments (continued)
7
Fixed asset investments not carried at market value

Fixed asset investments are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. Investment in property partnership consists of member's equity and loan investment plus share of partnership income in the period.

Movements in fixed asset investments
Shares in subsidiaries and joint ventures
Other investments
Investment in property partnership
Total
£
£
£
£
Cost or valuation
At 1 March 2022
51
1,969,206
1,764,995
3,734,252
Additions
-
91,060
805,476
896,536
Valuation changes
-
(74,513)
-
(74,513)
Share of partnership result
-
-
(256,261)
(256,261)
Drawings
-
-
(123,707)
(123,707)
Disposals
-
(73,585)
-
(73,585)
At 28 February 2023
51
1,912,168
2,190,503
4,102,722
Carrying amount
At 28 February 2023
51
1,912,168
2,190,503
4,102,722
At 28 February 2022
51
1,969,206
1,764,995
3,734,252
6
Stocks
2023
2022
£
£
Undeveloped properties
397,722
383,605
Developed properties
245,592
245,592
643,314
629,197
7
Debtors
2023
2022
Amounts falling due within one year:
£
£
Trade debtors
180,689
139,991
Other debtors
2,501,413
2,727,074
2,682,102
2,867,065
Castle Square Developments Limited
Notes to the financial statements (continued)
For the year ended 28 February 2023
8
8
Creditors: amounts falling due within one year
2023
2022
£
£
Bank loans and overdrafts
229,800
373,982
Trade creditors
19,788
27,116
Amounts owed to group undertakings
1
1
Corporation tax
101,438
71,060
Other taxation and social security
15,169
45,451
Other creditors
5,951,288
5,011,806
6,317,484
5,529,416
9
Creditors: amounts falling due after more than one year
2023
2022
£
£
Bank loans and overdrafts
2,312,248
2,542,048
Other creditors
554,369
554,369
2,866,617
3,096,417
10
Loans and overdrafts
2023
2022
£
£
Bank loans
2,542,048
2,771,848
Bank overdrafts
-
0
144,182
Preference shares
554,369
554,369
3,096,417
3,470,399
Payable within one year
229,800
373,982
Payable after one year
2,866,617
3,096,417

Security has been given in respect of the bank loans in the form of a first legal charge over certain freehold and leasehold property, and over the assets of other related companies.

11
Provisions for liabilities
2023
2022
£
£
Deferred tax liabilities
231,319
316,597
231,319
316,597
Castle Square Developments Limited
Notes to the financial statements (continued)
For the year ended 28 February 2023
9
12
Called up share capital
2023
2022
£
£
Ordinary share capital
Issued and fully paid
50 A shares of £1 each
50
50
2,628 B shares of £1 each
2,628
2,628
50 C shares of £1 each
50
50
2,628 D shares of £1 each
2,628
2,628
50 E shares of £1 each
50
50
2,628 F shares of £1 each
2,628
2,628
8,034
8,034
Preference share capital
Issued and fully paid
554,369 G shares of £1 each
554,369
554,369
Preference shares classified as liabilities
554,369
554,369

The A and B shares rank equally in all respects, except that the holders of B shares have no rights to receive notice of or to attend and vote at, either in person or by proxy, any general meeting of the company. The maximum sum payable to the holders of the A shares and B shares together whether by one payment or as a cumulative total of payments and whether by way of dividend, capital or distribution (including on a winding up) shall be limited to the net asset value of the company as at 28 February 2010, the "2010 Value".

 

The C shares rank pari passu with the A shares as regards rights to vote at general meetings and payments of dividends save that the holders of the C shares shall only be entitled to a distribution of profit or capital from the company either by way of dividend or on a winding up if the net asset value of the company after taking into account all assets of the company and all liabilities save sums due in respect of shares held is in excess of the 2010 Value. If the net asset value of the company is in excess of the 2010 Value the holders of the C shares shall be entitled to participate in that excess proportionately to the number of shares in issue entitled to participate in a distribution of profit or capital, as appropriate by way of dividend or on a winding up. The maximum sum payable to the holders of the C shares together whether by one payment or as a cumulative total of payments and whether by way of dividend, capital or distribution (including on a winding up) shall be limited to the net asset value of the company as at 30 September 2018 minus the 2010 Value, the “2018 Value”.

Castle Square Developments Limited
Notes to the financial statements (continued)
For the year ended 28 February 2023
12
Called up share capital (continued)
10

The D shares rank pari passu with the B shares as regards rights to vote at general meetings and payments of dividends save that the holders of the D shares shall only be entitled to a distribution of profit or capital from the company either by way of dividend or on a winding up if the net asset value of the company after taking into account all assets of the company and all liabilities save sums due in respect of shares held is in excess of the 2010 Value. If the net asset value of the company is in excess of the 2010 Value the holders of the D shares shall be entitled to participate in that excess proportionately to the number of shares in issue entitled to participate in a distribution of capital, as appropriate by way of dividend or on a winding up. The maximum sum payable to the holders of the C shares together whether by one payment or as a cumulative total of payments and whether by way of dividend, capital or distribution (including on a winding up) shall be limited to the net asset value of the company as at 30 September 2018 minus the 2010 Value, the “2018 Value”.

 

The E shares rank pari passu with the A and C shares as regards rights to vote at general meetings and payments of dividends save that the holders of the E shares shall only be entitled to a distribution of profit or capital from the company either by way of dividend or on a winding up if the net asset value of the company after taking into account all assets of the company and all liabilities save sums due in respect of shares held is in excess of the 2010 Value and the 2018 Value. If the net asset value of the company is in excess of the 2010 Value and 2018 Value the holders of the E shares shall be entitled to participate in that excess proportionately to the number of shares in issue entitled to participate in a distribution of profit or capital, as appropriate by way of dividend or on a winding up.

 

The F shares rank pari passu with the B and D shares as regards rights to vote at general meetings and payments of dividends save that the holders of the F shares shall only be entitled to a distribution of profit or capital from the company either by way of dividend or on a winding up if the net asset value of the company after taking into account all assets of the company and all liabilities save sums due in respect of shares held is in excess of the 2010 Value and the 2018 Value. If the net asset value of the company is in excess of the 2010 Value and the 2018 Value the holders of the F shares shall be entitled to participate in that excess proportionately to the number of shares in issue entitled to participate in a distribution of capital, as appropriate by way of dividend or on a winding up.

 

The "2010 Value" means the net asset value of the company as at 28 February 2010 less the cumulative total of all distributions of profit or capital made to the holders of the A shares and the B shares since that date.

 

The "2018 Value" means the net asset value of the company as at 30 September 2018 minus the 2010 Value less the cumulative total of all distributions of profit or capital made to the holders of the C shares and the D shares since that date.

 

The holders of the G shares have the right to a fixed cumulative dividend at the rate of 8.75% net per annum. They also have priority over all the other shareholders in the event of a winding up.

They have no right to attend and vote at, either in person or by proxy, any general meeting of the company except;

 

a) if a resolution for a winding up is proposed and then only on that resolution

b) if the preferential dividend is in arrears for more than six months.

13
Audit report information

As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006:

The auditor's report was unqualified.

The senior statutory auditor was Simon Hall.
The auditor was Saffery LLP.
Castle Square Developments Limited
Notes to the financial statements (continued)
For the year ended 28 February 2023
11
14
Financial commitments, guarantees and contingent liabilities

The company is party to a corporate cross guarantee on the bank borrowings of related companies. The potential liability as at 28 February 2023 amounted to £1,665,696 (2022 - £118,761).

15
Related party transactions
Transactions with related parties

During the year the company entered into the following transactions with related parties:

2023
2022
£
£
Sale of land
-
85,000
Interest received
59,629
26,566
Interest paid and other services
52,397
67,493

The following amounts were outstanding at the reporting end date:

Amounts owed to related parties
2023
2022
£
£
Key management personnel
3,003,686
2,084,800
Other related parties
2,506,256
2,510,062
5,509,942
4,594,862

The following amounts were outstanding at the reporting end date:

Amounts owed by related parties
2023
2022
£
£
Other related parties
2,329,708
2,111,531
2,329,708
2,111,531
Castle Square Developments Limited
Notes to the financial statements (continued)
For the year ended 28 February 2023
12
16
Directors' transactions

Dividends totalling £61,318 (2022 - £61,318) were paid in the year in respect of shares held by the company's directors of which £23,810 (2022 - £23,810) were non equity dividends and recorded as a finance cost.

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