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Registration number: 03985560

Prestbury Investment Holdings Limited

Annual Report and Unaudited Financial Statements

for the Year Ended 28 February 2023

 

Prestbury Investment Holdings Limited

Contents

Company Information

1

Balance Sheet

2 to 3

Notes to the Unaudited Financial Statements

4 to 12

 

Prestbury Investment Holdings Limited

Company Information

Directors

S L Gumm

N M Leslau

Company secretary

S L Gumm

Registered office

Cavendish House
18 Cavendish Square
London
W1G 0PJ

 

Prestbury Investment Holdings Limited

(Registration number: 03985560)
Balance Sheet as at 28 February 2023

Note

2023
£

2022
£

Fixed assets

 

Tangible assets

4

31,339

55,375

Investment in subsidiaries and associate

5

8,357,729

60,606,720

Other investments

6

50,149,372

-

 

58,538,440

60,662,095

Current assets

 

Debtors

7

830,941

1,337,825

Cash at bank and in hand

 

4,903,819

2,262,417

 

5,734,760

3,600,242

Creditors: Amounts falling due within one year

8

(2,224,662)

(392,883)

Net current assets

 

3,510,098

3,207,359

Total assets less current liabilities

 

62,048,538

63,869,454

Provisions for liabilities

9

(11,391,781)

(3,010,922)

Net assets

 

50,656,757

60,858,532

Capital and reserves

 

Called up share capital

10

115

116

Capital redemption reserve

34,367

34,366

Profit and loss account

50,622,275

60,824,050

Shareholders' funds

 

50,656,757

60,858,532

For the financial year ended 28 February 2023 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.

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

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.

 

Prestbury Investment Holdings Limited

(Registration number: 03985560)
Balance Sheet as at 28 February 2023

These financial statements have been prepared in accordance with the special provisions relating to companies subject to the small companies regime within Part 15 of the Companies Act 2006. The statement of comprehensive income and the directors' report are not delivered to the Registrar of Companies in accordance with the special provisions applicable to companies subject to the small companies regime.

Approved and authorised by the Board on 24 November 2023 and signed on its behalf by:

.........................................
S L Gumm
Company secretary and director

 

Prestbury Investment Holdings Limited

Notes to the Unaudited Financial Statements for the Year Ended 28 February 2023

1

General information

The company is a private company limited by share capital, incorporated in England. The registered office address is shown on page 1.

2

Accounting policies

Statement of compliance

These financial statements have been prepared in accordance with Financial Reporting Standard 102 Section 1A Small Entities and the Companies Act 2006.

Basis of preparation

These financial statements have been prepared using the historical cost convention except where otherwise disclosed in these accounting policies certain items are measured at fair value.

The financial statements are presented in sterling which is the functional currency of the company and rounded to the nearest £.

Exemption from preparing group accounts

The company is the parent of a small group. The company has taken advantage of the exemption provided by section 398 of the Companies Act 2006 and has not prepared group accounts. These financial statements therefore present information about the company as an individual undertaking and not about its group.

Judgements in applying accounting policies and key sources of estimation uncertainty

The preparation of the financial statements in compliance with FRS102 Section 1A Small Entities may require the use of certain critical estimates. It may also require the directors to exercise judgement in applying the accounting policies.

In preparing these financial statements, the directors have had to make the following significant judgements:

- Determination of whether there are indicators of impairment of the company's investments that are carried at cost. Factors taken into consideration in reaching such a decision include knowledge as to the economic viability and expected future financial performance of the investments, extent to which the distributions received from the investments are linked to a reduction in the scale of operations and balance sheet value of the relevant underlying business, local market conditions and risk associated with repatriation of cash from overseas entities.

- Determination of whether there is objective evidence to support the reliable remeasurement of the company's other investments to fair value. Such evidence could include the market share price where shares are publicly traded, new external investment being made being made into the investee entity, an arm's length disposal of all or part of the investment close to the balance sheet date or the investee entity generating sustainable earnings to support a valuation based on a multiple of those earnings.

There were no other significant judgements or areas of critical estimation uncertainty.

 

Prestbury Investment Holdings Limited

Notes to the Unaudited Financial Statements for the Year Ended 28 February 2023

2

Accounting policies (continued)

Summary of significant accounting policies

The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the periods presented, unless otherwise stated.

Turnover

Turnover in the year consisted of fees receivable in the UK for management services at invoiced amounts excluding any value added tax. Turnover represents the value of services provided under contracts to the extent that there is a right to consideration and is recorded at the fair value of the consideration received or receivable.

Foreign currency transactions and balances

Transactions in currencies, other than the functional currency of the company, are recorded at the rate of exchange on the date the transaction occurred. Monetary items denominated in other currencies are translated at the rate prevailing at the end of the reporting period. All differences are taken to profit or loss. Any non-monetary items that are initially measured at historic cost in a foreign currency are not re-translated at each reporting date.

Tax

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 or 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 company's liability for current tax is calculated using tax rates and laws that have been enacted or substantively enacted by the end of the reporting period.

Deferred tax is 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 suitable future taxable profits.

Current and deferred tax assets and liabilities are not discounted.

Tangible assets

Tangible assets are stated in the balance sheet at cost, less any subsequent accumulated depreciation and subsequent accumulated impairment losses.

The cost of tangible assets includes directly attributable incremental costs incurred in their acquisition and installation.

Depreciation

Depreciation is provided on tangible fixed assets so as to write off the cost of assets to their residual values on a straight line basis over their estimated useful lives, as follows:

Asset class

Asset life

Leasehold improvements

5 years

Fixtures, fittings and equipment

10 years

Computer hardware and software

3 years

 

Prestbury Investment Holdings Limited

Notes to the Unaudited Financial Statements for the Year Ended 28 February 2023

2

Accounting policies (continued)

Investment in subsidiaries and associates

Investments in subsidiary undertakings are measured in the company's balance sheet at cost less any accumulated impairment.

An entity is treated as a subsidiary undertaking where the company has the power to govern the financial and operating policies of the investee entity so as to obtain benefits from its activities.

Investments in associated undertakings are accounted for using the equity method of accounting. Under this method an equity investment is initially recognised at the transaction price (including transaction costs) and is subsequently adjusted to reflect the investor's share of profit or loss, other comprehensive income and equity of the associate.

An entity is treated as an associate undertaking where the company has a participating interest and has the power to exercise significant influence over its operating and financial policy decisions.

Income from group undertakings, participating interests and other fixed asset investments

Income from investments in group undertakings, participating interests and other fixed asset investments is recognised when the amounts have been received or otherwise where there is certainty as to the receipt of the income receivable at the relevant balance sheet date.

Cash at bank and in hand

This comprises cash at bank.

Trade creditors

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the company does not have an unconditional right, at the end of the reporting period, to defer settlement of the creditor for at least twelve months after the reporting date. If there is an unconditional right to defer settlement for at least twelve months after the reporting date, they are presented as non-current liabilities.

Provisions

The company has recognised provisions in respect of its incentive arrangements for certain individuals. The provisions are measured as the best estimate of the expenditure required to settle the obligations at the reporting date and are not discounted for the time value of money.

Dividends

Equity dividends are recognised when they become legally payable: interim dividends when paid and final dividends when approved by the shareholders at an annual general meeting.

Pensions

Contributions to the company's defined contribution pension scheme are charged to profit or loss in the year. The assets of the scheme are held seperately from those of the company in an independently administered fund.

In addition, the pension costs also include the amount paid by the company until July 2022 into a director's personal pension plan.

 

Prestbury Investment Holdings Limited

Notes to the Unaudited Financial Statements for the Year Ended 28 February 2023

2

Accounting policies (continued)

Financial instruments including other fixed asset investments

Financial liabilities and equity are classified according to the substance of the financial instrument's contractual obligations, rather than its legal form.

The company's cash at bank and in hand, trade and other debtors, trade and other creditors are measured initially at transaction price, and subsequently at amortised cost using the effective interest method, where appropriate.

Investments in equity shares which are publicly traded are remeasured to their market value at each balance sheet date, with changes in fair value recognised in profit or loss.

Investments are classified as fixed asset investments in the circumstances where the company's intention was to hold them on a continuing basis.

3

Employee information

The average number of persons employed by the company (including directors) during the year, was 10 (2022 - 13).

4

Tangible assets

Leasehold improvements
£

Fixtures, fittings and equipment
 £

Computer hardware and software
£

Total
£

Cost

At 1 March 2022

163,366

59,826

52,328

275,520

Additions in the year

6,535

2,332

161

9,028

At 28 February 2023

169,901

62,158

52,489

284,548

Depreciation

At 1 March 2022

152,356

33,684

34,105

220,145

Charge for the year

11,459

12,923

8,682

33,064

At 28 February 2023

163,815

46,607

42,787

253,209

Carrying amount

At 28 February 2023

6,086

15,551

9,702

31,339

At 28 February 2022

11,010

26,142

18,223

55,375

 

Prestbury Investment Holdings Limited

Notes to the Unaudited Financial Statements for the Year Ended 28 February 2023

5

Investment in subsidiaries and associates

2023
£

2022
£

Investment in subsidiaries

5,693,386

57,578,997

Investment in associate

2,664,343

3,027,723

8,357,729

60,606,720

Subsidiaries

£

Cost and net book value

At 1 March 2022

57,578,997

Additions in the year

5,808,108

Impairment during the year

(57,693,719)

At 28 February 2023

5,693,386

On 30 November 2022 PIHL Property LLP distributed its 100% holding in PIHL One Limited to its B capital holders, Prestbury SIR 1 Limited, Prestbury SIR 2 Limited and Prestbury SIR 3 Limited which then distributed the shares in PIHL One Limited to the company on 30 November 2022.

 

Associate

£

Valuation

At 1 March 2022

3,027,723

Impairment during the year

(363,380)

At 28 February 2023

2,664,343

 

Prestbury Investment Holdings Limited

Notes to the Unaudited Financial Statements for the Year Ended 28 February 2023

5

Investment in subsidiaries and associates (continued)

Details of undertakings

Name

Nature of business

Holding

Proportion of voting rights and shares held

     

2023

2022

Subsidiary undertakings

Prestbury SIR 1 Limited

Dormant

Ordinary shares

100%

100%

Prestbury SIR 2 Limited

Dormant

Ordinary shares

100%

100%

Prestbury SIR 3 Limited

Dormant

Ordinary shares

100%

100%

PIHL Equity Administration Limited

In voluntary liquidation

Ordinary shares

100%

100%

PIHL Services Limited

Property letting and management

Ordinary shares

100%

100%

New Prestbury Limited

In voluntary liquidation

Ordinary shares

100%

100%

Sale & Leaseback Limited

Dormant

Ordinary shares

100%

100%

Prestbury (Stukeley Road) Limited

Dormant

Ordinary shares

100%

100%

PIHL One Limited

Real estate investment

Ordinary shares

100%

0%

The registered office of all the subsidiaries is the same as the company's registered office.

Associate

The company's associate is Burford Beta Holdings Limited with its registered office at Richmond House, Avonmouth Way, Avonmouth, Bristol, BS11 8DE. Its principal activities are property trading and development. The company holds a 14.45% interest, via a 43.0% holding in the ordinary A shares of Burford Beta Holdings Limited, one of three share classes in that company. The investment value reflects the directors' assessment of the recoverable amount.

 

Prestbury Investment Holdings Limited

Notes to the Unaudited Financial Statements for the Year Ended 28 February 2023

6

Other investments

Listed investments
£

Cost or valuation

Additions in the year

51,921,435

Fair value adjustment in the year

(1,772,063)

At 28 February 2023

50,149,372

The entire listed investments holding is in LXi REIT Plc, a UK Real Estate Investment Trust listed on the main market of the London Stock Exchange. These shares were distributed from PIHL Property LLP to its B capital holders, Prestbury SIR 1 Limited, Prestbury SIR 2 Limited and Prestbury SIR 3 Limited which then distributed these shares in LXi REIT Plc to the company on 30 November 2022.

7

Debtors

2023
£

2022
£

Amounts due from group undertakings

682,609

152,348

Prepayments and accrued income

85,890

572,742

Other debtors

62,442

426,412

Deferred tax asset

-

186,323

 

830,941

1,337,825

Deferred tax asset of £nil (2022 - £186,323) are due after more than one year.

 

Prestbury Investment Holdings Limited

Notes to the Unaudited Financial Statements for the Year Ended 28 February 2023

8

Creditors: amounts falling due within one year

2023
£

2022
£

Trade creditors

8,609

23,178

Amounts due to group undertakings

44,249

12,110

Taxation and social security

19,606

131,089

Corporation tax

1,653,052

-

Accruals

54,050

220,158

Other creditors

445,096

6,348

2,224,662

392,883

Corporation tax liability includes £1,653,052 liability of the company's subsidiaries, Prestbury SIR 1 Limited, Prestbury SIR 2 Limited, Prestbury SIR 3 Limited payable under a Group Payment Arrangement with HMRC.

9

Provisions for liabilities

Deferred tax
£

Amounts payable under incentive arrangements
£

Total
£

At 1 March 2022

-

3,010,922

3,010,922

Increase in existing provisions

8,910,048

158,105

9,068,153

Payments under incentive arrangements

-

(687,294)

(687,294)

At 28 February 2023

8,910,048

2,481,733

11,391,781

10

Share capital

Allotted, called up and fully paid shares

 

2023

2022

 

No.

£

No.

£

Irredeemable ordinary shares of £0.000001 each

114,893,724

115

115,529,096

116

         

On 9 January 2023, the company bought 635,372 of its own shares for £273,210.

After the balance sheet date, on 20 June 2023 the company bought a further 288,756 of its own shares for £95,867.

 

Prestbury Investment Holdings Limited

Notes to the Unaudited Financial Statements for the Year Ended 28 February 2023

11

Related party transactions

During the period, 1 March 2022 to 6 July 2022, the company provided financial, administration, company secretarial, property management and other services to Prestbury Investments Partners Limited ("PIP") to support the provision of investment advisory services to Secure Income REIT Plc ("SIR"). N M Leslau was the ultimate controlling party of PIP and S L Gumm was a shareholder in PIP and a member of its key management personnel until 11 July 2022. The fee received for these services by the company from PIP was £1,497,190 (2022 - £1,808,846) of which £nil (2022 - £396,577) was outstanding at the balance sheet date. PIP was sold to an unconnected third party on 11 July 2022.

The company has taken advantage of exemption available in FRS 102 Section 1A not to disclose transactions with its wholly owned subsidiaries other than those disclosed elsewhere in the notes.

 

12

Parent undertaking and ultimate controlling party

At 28 February 2023, the company's immediate parent undertaking was Lesray Holdings Limited, incorporated in England, with registered office at Belfry House, Champions Way, Hendon, London, NW4 1PX. The ultimate parent undertaking is Yoginvest Limited, incorporated in England with registered office at Belfry House, Champions Way, Hendon, London, NW4 1PX. Neither company prepares consolidated financial statements on the basis that each is the parent undertaking of a small group.

N M Leslau is the ultimate controlling party of Yoginvest Limited and the company.