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Registered number: 02368061










UNIVERSAL CONSOLIDATED GROUP LIMITED








UNAUDITED

FINANCIAL STATEMENTS

INFORMATION FOR FILING WITH THE REGISTRAR

FOR THE YEAR ENDED 31 AUGUST 2023

 
UNIVERSAL CONSOLIDATED GROUP LIMITED
REGISTERED NUMBER: 02368061

BALANCE SHEET
AS AT 31 AUGUST 2023

2023
2022
Note
£
£

Fixed assets
  

Tangible assets
 5 
79,098
66,775

Investments
 6 
646,234
1,898,181

  
725,332
1,964,956

Current assets
  

Stocks
 7 
33,303,999
31,141,088

Debtors: amounts falling due within one year
 8 
7,429,211
6,194,815

Current asset investments
 9 
2,018,203
117,665

Cash at bank and in hand
  
1,248,107
1,481,832

  
43,999,520
38,935,400

Creditors: amounts falling due within one year
 10 
(7,752,508)
(7,244,263)

Net current assets
  
 
 
36,247,012
 
 
31,691,137

Total assets less current liabilities
  
36,972,344
33,656,093

Creditors: amounts falling due after more than one year
 11 
(21,000,000)
(16,500,000)

Provisions for liabilities
  

Deferred tax
 12 
(19,533)
(12,463)

  
 
 
(19,533)
 
 
(12,463)

Net assets
  
15,952,811
17,143,630


Capital and reserves
  

Called up share capital 
 13 
99,900
100,000

Profit and loss account
  
15,852,911
17,043,630

  
15,952,811
17,143,630


Page 1

 
UNIVERSAL CONSOLIDATED GROUP LIMITED
REGISTERED NUMBER: 02368061

BALANCE SHEET (CONTINUED)
AS AT 31 AUGUST 2023

The directors consider 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 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 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 board and were signed on its behalf by: 



P J M Williams
Director
Date: 2 April 2024

The notes on pages 3 to 13 form part of these financial statements.
Page 2

 
UNIVERSAL CONSOLIDATED GROUP LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2023

1.


General information

Universal Consolidated Group Limited is a private company, limited by shares, and is incorporated in England and Wales. The address of its registered office is 26-28 Neal Street, London, WC2H 9QQ.
The financial statements are presented in sterling which is the functional currency of the company.

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 following principal accounting policies have been applied:

 
2.2

Exemption from preparing consolidated financial statements

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.
These financial statements therefore present information about the company as an individual
undertaking and not about its group.

 
2.3

Revenue

Turnover represents the total value of sales of trading properties, profit shares, fees receivable from joint ventures, consultancy fees and management fees recognised on a receivables basis.
Rental income, which is accrued on trading properties held prior to sale, is accrued on a time apportioned basis over the term of the lease and recognised in turnover.

 
2.4

Operating leases: the Company as lessee

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

 
2.5

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.

Page 3

 
UNIVERSAL CONSOLIDATED GROUP LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2023

2.Accounting policies (continued)


2.5
Tangible fixed assets (continued)

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, on a reducing balance basis.

Depreciation is provided on the following basis:

Fixtures and fittings
-
20%
on the reducing balance
Office equipment
-
20%
on the reducing balance

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.

 
2.6

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

Investments in unlisted Company shares, whose market value can be reliably determined, are remeasured to market value at each balance sheet date. Gains and losses on remeasurement are recognised in the Profit and Loss Account for the period. Where market value cannot be reliably determined, such investments are stated at historic cost less impairment.

Investments in listed company shares are remeasured to market value at each balance sheet date. Gains and losses on remeasurement are recognised in profit or loss for the period.
Other financial assets, which includes investments in equity instruments which are not classified as subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the recognised transaction price. Such assets are subsequently measured at fair value with the changes in fair value being recognised in the profit or loss.

 
2.7

Associates and joint ventures

Associates and Joint Ventures are held at cost less impairment.

 
2.8

Stocks

Stock, which comprises properties in hand held for resale, is valued at the lower of cost and estimated selling price less future costs expected to be incurred on disposal. Interest and loan arrangement fees payable on loans to acquire properties for resale is written off as incurred

Purchases and sales of properties are recognised when legally binding contracts which are irrevocable and effectively unconditional are exchanged and, in the case of disposals, where completion has taken place prior to the date on which the financial statements are approved.

 
2.9

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.

Page 4

 
UNIVERSAL CONSOLIDATED GROUP LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2023

2.Accounting policies (continued)

 
2.10

Financial instruments

The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the Company's Balance Sheet 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.

Basic financial assets

Basic financial assets, which include trade and other receivables, cash and bank balances, are initially measured at their transaction price including transaction costs and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, 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.

Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other receivables due with the operating cycle fall into this category of financial instruments.

Other financial assets

Other financial assets, which includes investments in equity instruments which are not classified as subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the recognised transaction price. Such assets are subsequently measured at fair value with the changes in fair value being recognised in the profit or loss. Where other financial assets are not publicly traded, hence their fair value cannot be measured reliably, they are measured at cost less impairment.

Impairment of financial assets

Financial assets are assessed for indicators of impairment at each reporting date. 

Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.

If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.

Financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instruments any contract that evidences a residual interest in the assets of the Company after the deduction of all its liabilities.

Basic financial liabilities, which include trade and other payables, bank loans and other loans are initially measured at their transaction price after transaction costs. When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future receipts
Page 5

 
UNIVERSAL CONSOLIDATED GROUP LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2023

2.Accounting policies (continued)


2.10
Financial instruments (continued)

discounted at a market rate of interest. Discounting is omitted where the effect of discounting is immaterial.

Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.

Trade payables are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade payables are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade payables are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.

Derecognition of financial assets

Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Company transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Company will continue to recognise the value of the portion of the risks and rewards retained.

Derecognition of financial liabilities

Financial liabilities are derecognised when the Company's contractual obligations expire or are discharged or cancelled.

 
2.11

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.

 
2.12

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.

 
2.13

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.

Page 6

 
UNIVERSAL CONSOLIDATED GROUP LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2023

2.Accounting policies (continued)

 
2.14

Pensions

Defined contribution pension plan

The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance Sheet. The assets of the plan are held separately from the Company in independently administered funds.

 
2.15

Interest income

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

 
2.16

Provisions for liabilities

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.

 
2.17

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 corporation 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.


3.


Employees

The average monthly number of employees, including directors, during the year was 5 (2022 - 4).

Page 7

 
UNIVERSAL CONSOLIDATED GROUP LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2023

4.


Profit on disposal of investments

2023
2022
£
£



Profit on disposal of listed investments
7,400
178

Profit on disposal of unlisted investments
154,415
-

Profit on disposal of subsidary
13,455,496
-

13,617,311
178


5.


Tangible fixed assets





Fixtures and fittings

£



Cost


At 1 September 2022
198,402


Additions
28,409



At 31 August 2023

226,811



Depreciation


At 1 September 2022
131,627


Charge for the year on owned assets
16,086



At 31 August 2023

147,713



Net book value



At 31 August 2023
79,098



At 31 August 2022
66,775

Page 8

 
UNIVERSAL CONSOLIDATED GROUP LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2023

6.


Fixed asset investments





Investments in subsidiary companies
Investments in associates
Other fixed asset investments
Total

£
£
£
£



Cost


At 1 September 2022
1,875,679
2
22,500
1,898,181


Disposals
(1,251,947)
-
-
(1,251,947)



At 31 August 2023
623,732
2
22,500
646,234





7.


Stocks

2023
2022
£
£

Work in progress (properties to be sold)
33,303,999
31,141,088


Page 9

 
UNIVERSAL CONSOLIDATED GROUP LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2023

8.


Debtors

2023
2022
£
£


Trade debtors
72,426
175,408

Amounts owed by group undertakings
5,701,948
5,638,243

Other debtors
1,548,430
340,769

Prepayments and accrued income
106,407
40,395

7,429,211
6,194,815



9.


Current asset investments

2023
2022
£
£

Listed investments
5
29,119

Unlisted investments
2,018,198
88,546

2,018,203
117,665



10.


Creditors: Amounts falling due within one year

2023
2022
£
£

Bank overdrafts
39,729
-

Trade creditors
499,393
197,641

Amounts owed to group undertakings
2,506,328
3,289,460

Amounts owed to associates
-
235,637

Corporation tax
141,940
-

Other taxation and social security
121,270
5,086

Other creditors
3,697,924
2,688,176

Accruals and deferred income
745,924
828,263

7,752,508
7,244,263


Page 10

 
UNIVERSAL CONSOLIDATED GROUP LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2023

11.


Creditors: Amounts falling due after more than one year

2023
2022
£
£

Bank loans
21,000,000
16,500,000


The following liabilities were secured:

2023
2022
£
£



Bank loans
21,000,000
16,500,000

Details of security provided:

The company has entered into a bank loan of £21,000,000 (2022 - £16,500,000) with the company's subsidiaries, Penney Limited and Universal Consolidated Investments Limited, acting as guarantors.
The above bank loan is secured by a first legal charge over specific properties of the company and the above fellow charged companies.


12.


Deferred taxation




2023


£






At beginning of year
(12,463)


Charged to profit or loss
(7,070)



At end of year
(19,533)

The provision for deferred taxation is made up as follows:

2023
2022
£
£


Accelerated capital allowances
(19,533)
(12,463)

Page 11

 
UNIVERSAL CONSOLIDATED GROUP LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2023

13.


Share capital

2023
2022
£
£
Allotted, called up and fully paid



99,900 (2022 - 99,900) Ordinary shares of £1.00 each
99,900
99,900
0 (2022 - 100) Non Voting ordinary shares of £1.00 each
-
100

99,900

100,000


On 1 October 2022, the Non Voting ordinary shares were cancelled.


14.


Contingent liabilities

The company has agreed to provide financial support to a subsidiary company, Universal Consolidated Developments Limited, for the foreseeable future, by deferment of the amount owed by this company or by other means. At 31 August 2023 the amount owed by this company was £138,687 (2022 - £133,674) and the deficit shown on the balance sheet of this company was £137,502 (2022 - £135,888).
The company has agreed to provide financial support to a subsidiary company, Propequity Limited, for the foreseeable future, by deferment of the amount owed by this company or by other means. At 31 August 2023 the amount owed by this company was £2,543,110 (2022 - £2,622,999) and the deficit shown by the balance sheet of this company was £1,952,673 (2022 - £1,948,946).


15.


Commitments under operating leases

At 31 August 2023 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:

2023
2022
£
£


Not later than 1 year
70,000
-

Later than 1 year and not later than 5 years
240,553
-

310,553
-

Page 12

 
UNIVERSAL CONSOLIDATED GROUP LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2023

16.


Related party transactions

The company has taken advantage of the exemption afforded by FRS 102 not to disclose transactions or balances with other wholly owned members of the group.
At 31 August 2023 Penney Limited, a subsidary undertaking, owed the company £409,851 (2022 - £509,838).
At 31 August 2023 the company owed Universal Consolidated Investments Limited, a subsidary undertaking,  £952,304 (2022 - £625,151).
At 31 August 2023, the company owed Covent Garden Estates Limited, a company under common control,  £976,092 (2022 - £1,706,105).
During the year dividends of £482,000 (2022 - £575,000) were paid to one of the directors.
At the balance sheet date £8,360 (2022 - £155,115) was owed to one of the directors.


17.


Controlling party

The immediate and ultimate parent undertaking is Universal Consolidated Group Holdings Ltd, a company registered in England and Wales. The address of its registered office is 26-28 Neal Street, London WC2H 9QQ.


Page 13