Company registration number 06249864 (England and Wales)
BREEDON HOUSE PROPERTIES LIMITED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2023
PAGES FOR FILING WITH REGISTRAR
BREEDON HOUSE PROPERTIES LIMITED
CONTENTS
Page
Balance sheet
1
Statement of changes in equity
2
Notes to the financial statements
3 - 9
BREEDON HOUSE PROPERTIES LIMITED
BALANCE SHEET
AS AT 31 JULY 2023
31 July 2023
- 1 -
2023
2022
Notes
£
£
£
£
Fixed assets
Tangible assets
3
2,416,538
15,631,360
Current assets
Debtors
5
1,314,214
2,088,420
Cash at bank and in hand
254,138
791,212
1,568,352
2,879,632
Creditors: amounts falling due within one year
6
(2,340,586)
(6,215,772)
Net current liabilities
(772,234)
(3,336,140)
Total assets less current liabilities
1,644,304
12,295,220
Creditors: amounts falling due after more than one year
7
(4,420,537)
Provisions for liabilities
(24,303)
(1,004,614)
Net assets
1,620,001
6,870,069
Capital and reserves
Called up share capital
8
200
200
Revaluation reserve
4,040,059
Profit and loss reserves
1,619,801
2,829,810
Total equity
1,620,001
6,870,069
The directors of the company have elected not to include a copy of the profit and loss account 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 8 April 2024 and are signed on its behalf by:
Margaret Mason OBE
Director
Company registration number 06249864 (England and Wales)
BREEDON HOUSE PROPERTIES LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 JULY 2023
- 2 -
Share capital
Revaluation reserve
Profit and loss reserves
Total
Notes
£
£
£
£
Balance at 1 August 2021
200
4,061,581
2,526,647
6,588,428
Year ended 31 July 2022:
Profit
-
-
291,334
291,334
Other comprehensive income:
Tax relating to other comprehensive income
-
(9,693)
(9,693)
Total comprehensive income
-
(9,693)
291,334
281,641
Transfers
-
(11,829)
11,829
-
Balance at 31 July 2022
200
4,040,059
2,829,810
6,870,069
Year ended 31 July 2023:
Profit and total comprehensive income
-
-
12,067,431
12,067,431
Dividends
-
-
(17,317,499)
(17,317,499)
Transfers
-
(4,040,059)
4,040,059
-
Balance at 31 July 2023
200
1,619,801
1,620,001
BREEDON HOUSE PROPERTIES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2023
- 3 -
1
Accounting policies
Company information
Breedon House Properties Limited is a private company limited by shares incorporated in England and Wales. The registered office is Mayfield House, 1 Nottingham Road, Long Eaton, Nottingham, Nottinghamshire, NG10 1HQ.
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 the company's investments at fair value. The principal accounting policies adopted are set out below.
1.2
Going concern
The directors have reviewed the trading and cashflow forecasts for the forthcoming year. Based on these forecasts and the continuing support of the company's fellow subsidiary undertakings the directors believe that the company can continue to meet its obligations as the fall due and that it is therefore appropriate to prepare the financial statements on a going concern basis.true
1.3
Turnover
Revenue is recognised to the extent that the company obtains the right to consideration in exchange for its performance. Revenue is measured at the fair value of the consideration receivable excluding discounts and rebates. Revenue in respect of annual lease contracts is recognised on a straight line basis over the life of the lease.
1.4
Tangible fixed assets
Tangible fixed assets other than freehold land 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:
Freehold land and buildings
Over 50 years
Leasehold improvements
Over the term of the lease
Fixtures, fittings & equipment
15% and 33% reducing balance
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.
On 1 August 2014 the company adopted the transitional provisions of FRS 102 with the previous valuations being treated as deemed cost.
BREEDON HOUSE PROPERTIES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2023
1
Accounting policies
(Continued)
- 4 -
1.5
Impairment of fixed assets
At each reporting period end date, the company reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
1.6
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.
1.7
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 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 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.
BREEDON HOUSE PROPERTIES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2023
1
Accounting policies
(Continued)
- 5 -
Impairment of financial assets
Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.
Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.
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
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.
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 and loans from fellow group undertakings, 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.
Derecognition of financial liabilities
Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.
1.8
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.
BREEDON HOUSE PROPERTIES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2023
1
Accounting policies
(Continued)
- 6 -
1.9
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.
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.
1.10
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
3
4
BREEDON HOUSE PROPERTIES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2023
- 7 -
3
Tangible fixed assets
Land and buildings
Plant and machinery etc
Total
£
£
£
Cost
At 1 August 2022
16,213,784
186,990
16,400,774
Disposals
(13,371,320)
(186,990)
(13,558,310)
At 31 July 2023
2,842,464
2,842,464
Depreciation and impairment
At 1 August 2022
624,252
145,162
769,414
Depreciation charged in the year
95,918
6,274
102,192
Eliminated in respect of disposals
(294,244)
(151,436)
(445,680)
At 31 July 2023
425,926
425,926
Carrying amount
At 31 July 2023
2,416,538
2,416,538
At 31 July 2022
15,589,532
41,828
15,631,360
4
Fixed asset investments
2023
2022
£
£
Shares in group undertakings
Movements in fixed asset investments
Shares in group undertakings
£
Cost or valuation
At 1 August 2022
-
Additions
17,317,499
Disposals
(17,317,499)
At 31 July 2023
-
Carrying amount
At 31 July 2023
-
At 31 July 2022
-
During the year the company subscribed for 5,772,499 ordinary shares of £1 each in BHCF - ALM Properties Limited, 5,772,500 ordinary shares of £1 each in BHCF - ADM Properties Limited and 5,772,500 ordinary shares of £1 each in BHCF - JCM Properties Limited. These shares were subsequently transferred to BHCF3 Limited, the company's parent undertaking by way of a dividend in specie.
BREEDON HOUSE PROPERTIES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2023
- 8 -
5
Debtors
2023
2022
Amounts falling due within one year:
£
£
Amounts owed by group undertakings
1,273,213
1,690,100
Other debtors
41,001
398,320
1,314,214
2,088,420
6
Creditors: amounts falling due within one year
2023
2022
£
£
Bank loans
233,896
Trade creditors
14,667
14,667
Amounts owed to group undertakings
2,105,755
5,792,037
Corporation tax
181,493
138,905
Other creditors
38,671
36,267
2,340,586
6,215,772
7
Creditors: amounts falling due after more than one year
2023
2022
£
£
Bank loans and overdrafts
4,420,537
The bank loans were secured on the company's properties and by a cross guarantee given by Breedon House Nurseries Limited, a fellow subsidiary undertaking.
8
Called up share capital
2023
2022
2023
2022
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of £1 each
200
200
200
200
9
Operating lease commitments
Lessee
At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, as follows:
2023
2022
£
£
3,510,620
3,328,238
BREEDON HOUSE PROPERTIES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2023
- 9 -
10
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.
Senior Statutory Auditor:
Paul Maberly FCA
Statutory Auditor:
Mercer & Hole LLP
11
Related party transactions
The company has taken advantage of the exemption available in the Financial Reporting Standard applicable in the UK and Republic of Ireland ("FRS 102") from the requirements to disclose transactions with group companies on the grounds that consolidated financial statements are prepared by its ultimate parent company.
12
Control
At the year end, following a group reorganisation undertaken during the year, the company's immediate and ultimate parent undertaking was BHCF3 Limited, a company incorporated in England and Wales. Copies of BHCF3 Limited's financial statements, which incorporate the results of this company, are available from its registered office.
The ultimate controlling parties are Mr and Mrs Mason.
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