Registered number: 05661097
BHE LIMITED
UNAUDITED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
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BHE LIMITED
CONTENTS
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Notes to the financial statements
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BHE LIMITED
COMPANY INFORMATION
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REGISTERED NUMBER:05661097
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BHE LIMITED
BALANCE SHEET
AS AT 31 DECEMBER 2022
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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Total assets less current liabilities
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Provisions for liabilities
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REGISTERED NUMBER:05661097
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BHE LIMITED
BALANCE SHEET (CONTINUED)
AS AT 31 DECEMBER 2022
The director considers that the company is entitled to exemption from audit under section 477 of the Companies Act 2006 and members have not required the company to obtain an audit for the year in question in accordance with section 476 of the Companies Act 2006.
The director acknowledges his responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.
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 have been delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The company has opted not to file the profit and loss account in accordance with provisions applicable to companies subject to the small companies' regime.
The financial statements were approved and authorised for issue by the sole director:
The notes on pages 4 to 12 form part of these financial statements.
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BHE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
BHE Limited is a private company limited by shares incorporated in England and Wales. The address of its registered office is 3 Vision House, Station Road, Borehamwood, WD6 1DE.
The financial statements are presented in Sterling (£), which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
2.Accounting policies
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Basis of preparation of financial statements
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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).
The following principal accounting policies have been applied:
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Exemption from preparing consolidated financial statements
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The company, and the group headed by it, qualify as small as set out in section 383 of the Companies Act 2006 and the parent and group are considered eligible for the exemption to prepare consolidated accounts.
After making enquiries, the director has a reasonable expectation that the company has adequate resources to continue in operational existence and meet its liabilities as they fall due for the foreseeable future, being a period of at least twelve months from the date these financial statements were approved. At the balance sheet date the company owed its shareholders and connected parties £2,385,000. Paul Morris has indicated his willingness to continue supporting the company and has undertaken not to facilitate a repayment of his loan, unless the company has sufficient resources to make payment and continue to meet its obligations as they fall due for the foreseeable future. Accordingly, the director continues to adopt the going concern basis in preparing the financial statements.
The company has restated its comparative figures for the year ended 31 December 2021 and its brought forward profit and loss account reserves as at 1 January 2022. An explanation of the adjustment together with the financial impact is set out in Note 11.
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BHE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
2.Accounting policies (continued)
Rentals income from operating leases is credited to the profit and loss account on a straight line basis over the term of relevant lease.
Rendering of services
Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
∙the amount of revenue can be measured reliably;
∙it is probable that the company will receive the consideration due under the contract;
∙the stage of completion of the contract at the end of the reporting period can be measured reliably; and
∙the costs incurred and the costs to complete the contract can be measured reliably.
Investment property is carried at fair value determined annually by the director and derived from external valuations based on the current market rents and investment property yields for comparable real estate, adjusted if necessary for any difference in the nature, location or condition of the specific asset. No depreciation is provided. Changes in fair value are recognised in profit or loss.
Investments in subsidiaries are measured at cost less accumulated impairment.
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BHE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
2.Accounting policies (continued)
The company has elected to apply Sections 11 and 12 of FRS 102 in respect of financial instruments.
Financial assets and financial liabilities are recognised when the company becomes party to the contractual provisions of the instrument.
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.
The company’s policies for its major classes of financial assets and financial liabilities are set out below.
Financial assets
Basic financial assets, including trade and other debtors, cash and bank balances, intercompany working capital balances, and intercompany financing are recognised at transaction price.
Financial liabilities
Basic financial liabilities, including trade and other creditors are recognised at transaction price.
Impairment of financial assets
Financial assets 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 profit and loss account.
For financial assets measured at cost less impairment, the impairment loss is measured as the difference between the asset's carrying amount and the best estimate of the amount the company would receive for the asset if it were to be sold at the reporting date.
For financial assets measured at amortised cost, the impairment loss is measured as the difference between the asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If the financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract.
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BHE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
2.Accounting policies (continued)
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Financial instruments (continued)
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If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.
Derecognition of financial assets and financial liabilities
Financial assets are derecognised when (a) the contractual rights to the cash flows from the asset expire or are settled, or (b) substantially all the risks and rewards of the ownership of the asset are transferred to another party or (c) despite having retained some significant risks and rewards of ownership, control of the asset has been transferred to another party who has the practical ability to unilaterally sell the asset to an unrelated third party without imposing additional restrictions.
Financial liabilities are derecognised when the liability is extinguished, that is when the contractual obligation is discharged, cancelled or expires.
Offsetting of financial assets and financial liabilities
Financial assets and liabilities are offset and the net amount reported in the balance sheet when there is an 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.
Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours.
Ordinary shares are classified as equity.
Interest income is recognised in profit or loss using the effective interest method.
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.
All borrowing costs are recognised in profit or loss in the year in which they are incurred.
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BHE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
2.Accounting policies (continued)
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Current and deferred taxation
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The tax expense for the year comprises current and deferred tax. Tax is recognised in the profit and loss account, 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.
Current tax is the amount of income tax payable in respect of taxable profit for the year or prior years.
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 arises from timing differences that are differences between taxable profits and total comprehensive income as stated in the financial statements. These timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in the financial statements.
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.
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Provisions for liabilities
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Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
Increases in provisions are generally charged as an expense to profit or loss.
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Judgements in applying accounting policies and key sources of estimation uncertainty
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Valuation of investment properties
The company carries its investment properties at fair value, with changes in fair value being recognised through profit or loss. The 2022 valuations were made by Chartered Surveyors, on an open market value for existing use basis.
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The average monthly number of employees, including directors, during the year was 1 (2021 -1).
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BHE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
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Investments in subsidiary companies
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Freehold investment property
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Long term leasehold investment property
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At 1 January 2022 (as restated)
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The valuations as at 31 December 2022 were made by the director, on an open market value for existing use basis.
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Amounts owed by group undertakings
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BHE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
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Creditors: amounts falling due within one year
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Accruals and deferred income
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The bank loan is secured by way of fixed charges over the assets of the company.
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At the beginning of the year (as restated)
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Charged to profit or loss
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The provision for deferred taxation is made up as follows:
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Fair value movements on investment properties
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Allotted, called up and fully paid
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180 (2021 -180) Ordinary shares of £1.00 each
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The holders of ordinary shares are entitled to receive dividends as declared from time to time and are entitled to one vote per share at meetings of the company.
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BHE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
Prior period adjustments have been recognised to reflect that the company was granted a long leasehold in a property by its subsidiary company, The BHE Hub Limited, which had not previously been accounted for in the financial statements of either company. As a result, the comparatives have been restated to account for the acquisition of the property, the impact on the carrying value of the company’s investment property portfolio, the intercompany balance with its subsidiary, the deferred tax liability in respect of unrealised gains, and retained earnings.
The property was acquired at a market value of £400,000 during the year ended 31 December 2019, and subsequently the company had not accounted for an increase in the valuation of this investment property of £25,000 for the year ended 31 December 2021.
As a result of the above, the company did not recognise a deferred tax of £6,250 arising on this fair value increase in the year ended 31 December 2021.
The overall impact on the retained earnings is to increase the accumulated undistributable profits by £18,750.
The company has reclassified £8,017 of expenses from administrative expenses to cost of sales for the year ended 31 December 2021, so that the presentation of property repairs is comparable with the year ended 31 December 2022.
Accordingly, the comparatives have been restated as below:
Reconciliation of changes to the balance sheet as at 31 December 2021
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Amounts owed by group undertakings
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Reconciliation of changes in equity
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Equity as previously reported
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Adjustments to prior year
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BHE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
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Prior year adjustment (continued)
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Reconciliation of changes in loss for the previous financial period
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Year ended 31 December 2021 as restated
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Loss as previously reported
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Adjustments to prior year
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Profit and loss account
The profit and loss account includes all retained profits and losses. As at 31 December 2022 the profit and loss account included undistributable reserves of £797,925 (2021 - £808,709 as restated) comprising the fair value adjustments on the company's investment properties, less the associated deferred tax liability.
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Related party transactions
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Included in creditors amount falling due within one year is an amount of £1,831,000 (2021 - £1,855,000) outstanding to individuals holding participating interest in the company and an amount of £554,000 (2021 - 570,000) outstanding to close family members of the director. The principal terms of the amounts outstanding are that they are free of interest and repayable on demand.
The director made interest-free loan advances to the company. The amount outstanding as at the balance sheet date is £2,234,150 (2021 - £1,952,689) and is included in creditors amounts falling due within one year.
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