REGISTERED NUMBER: |
Report of the Director and |
Audited Financial Statements |
for the Year Ended 31 December 2022 |
for |
MINVERPORT ENTERPRISES LIMITED |
REGISTERED NUMBER: |
Report of the Director and |
Audited Financial Statements |
for the Year Ended 31 December 2022 |
for |
MINVERPORT ENTERPRISES LIMITED |
MINVERPORT ENTERPRISES LIMITED (REGISTERED NUMBER: 01717762) |
Contents of the Financial Statements |
FOR THE YEAR ENDED 31 DECEMBER 2022 |
Page |
Company Information | 1 |
Report of the Director | 2 |
Report of the Independent Auditors | 3 |
Statement of Comprehensive Income | 7 |
Statement of Financial Position | 8 |
Statement of Changes in Equity | 9 |
Notes to the Financial Statements | 10 |
MINVERPORT ENTERPRISES LIMITED |
Company Information |
FOR THE YEAR ENDED 31 DECEMBER 2022 |
DIRECTOR: |
SECRETARY: |
REGISTERED OFFICE: |
REGISTERED NUMBER: |
SENIOR STATUTORY AUDITOR: |
AUDITORS: |
Chartered Certified Accountants |
17 Plumbers Row |
Unit D |
London |
E1 1EQ |
MINVERPORT ENTERPRISES LIMITED (REGISTERED NUMBER: 01717762) |
Report of the Director |
FOR THE YEAR ENDED 31 DECEMBER 2022 |
The director presents his report with the financial statements of the company for the year ended 31 December 2022. |
PRINCIPAL ACTIVITY |
The principal activity of the company in the year under review was that of an investment and property company. The subsidiary's principal activity continued to be that of wholesaler of fancy goods and toiletries. |
DIVIDENDS |
The total distribution of dividends for the year ended 31 December 2022 was £70,000. |
DIRECTOR |
STATEMENT OF DIRECTOR'S RESPONSIBILITIES |
The director is responsible for preparing the Report of the Director and the financial statements in accordance with applicable law and regulations. |
Company law requires the director to prepare financial statements for each financial year. Under that law the director has elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law), including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the director must not approve the financial statements unless he is satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the director is required to: |
- | select suitable accounting policies and then apply them consistently; |
- | make judgements and accounting estimates that are reasonable and prudent; |
- | prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business. |
The director is responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable him to ensure that the financial statements comply with the Companies Act 2006. He is also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. |
STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS |
So far as the director is aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and he has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information. |
AUDITORS |
Sterling Associates resigned as auditors during the year and Kaiser Nouman Nathan LLP were appointed as the new auditors. |
The auditors, Kaiser Nouman Nathan LLP, will be proposed for re-appointment at the forthcoming Annual General Meeting. |
ON BEHALF OF THE BOARD: |
Report of the Independent Auditors to the Members of |
Minverport Enterprises Limited |
Opinion |
We have audited the financial statements of Minverport Enterprises Limited (the 'company') for the year ended 31 December 2022 which comprise the Statement of Comprehensive Income, Statement of Financial Position, Statement of Changes in Equity and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice). |
In our opinion the financial statements: |
- | give a true and fair view of the state of the company's affairs as at 31 December 2022 and of its profit for the year then ended; |
- | have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and |
- | have been prepared in accordance with the requirements of the Companies Act 2006. |
Basis for opinion |
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. |
Conclusions relating to going concern |
In auditing the financial statements, we have concluded that the director's use of the going concern basis of accounting in the preparation of the financial statements is appropriate. |
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue. |
Our responsibilities and the responsibilities of the director with respect to going concern are described in the relevant sections of this report. |
Other information |
The director is responsible for the other information. The other information comprises the information in the Report of the Director, but does not include the financial statements and our Report of the Auditors thereon. |
Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. |
In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. |
Opinions on other matters prescribed by the Companies Act 2006 |
In our opinion, based on the work undertaken in the course of the audit: |
- | the information given in the Report of the Director for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
- | the Report of the Director has been prepared in accordance with applicable legal requirements. |
Report of the Independent Auditors to the Members of |
Minverport Enterprises Limited |
Matters on which we are required to report by exception |
In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Report of the Director. |
We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion: |
- | adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or |
- | the financial statements are not in agreement with the accounting records and returns; or |
- | certain disclosures of director's remuneration specified by law are not made; or |
- | we have not received all the information and explanations we require for our audit; or |
- | the director was not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemption from the requirement to prepare a Strategic Report. |
Responsibilities of director |
As explained more fully in the Statement of Director's Responsibilities set out on page two, the director is responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the director determines necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. |
In preparing the financial statements, the director is responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the director either intends to liquidate the company or to cease operations, or has no realistic alternative but to do so. |
Report of the Independent Auditors to the Members of |
Minverport Enterprises Limited |
Auditors' responsibilities for the audit of the financial statements |
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a Report of the Auditors that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. |
The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: |
Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows: |
- the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations; |
- we identified the laws and regulations applicable to the company through discussions with the director and other management, and from our commercial knowledge and experience of the company's sector; |
- we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including the Companies Act 2006, taxation legislation and data protection, employment, health and safety legislation. |
- we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence where necessary. |
We assessed the susceptibility of the company's financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by: |
- making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and |
- considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations. |
To address the risk of fraud through management bias and override of controls, we: |
- performed analytical procedures to identify any unusual or unexpected transactions; |
- tested the appropriateness of journal entries; |
- assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias; and |
- investigated the rationale behind significant or unusual transactions. |
To address the risk that revenue could be misstated due to fraud, we: |
- obtained an understanding of the company's revenue recognition policies and compared these to the accounting standard; |
- performed a walkthrough to confirm our understanding of the processes and controls through which the business initiates, records, processes and reports revenue transactions; |
- tested a sample of revenue transactions to supporting evidence; and |
- tested, on a sample basis, revenue related balances in the balance sheet. |
In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to: |
- agreeing financial statement disclosures to underlying supporting documentation; |
- enquiring of management as to actual and potential litigation and claims; |
There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the director and other management and the inspection of regulatory and legal correspondence, if any. |
Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion." |
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors. |
Report of the Independent Auditors to the Members of |
Minverport Enterprises Limited |
Use of our report |
This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed. |
for and on behalf of |
Chartered Certified Accountants |
17 Plumbers Row |
Unit D |
London |
E1 1EQ |
MINVERPORT ENTERPRISES LIMITED (REGISTERED NUMBER: 01717762) |
Statement of Comprehensive Income |
FOR THE YEAR ENDED 31 DECEMBER 2022 |
2022 | 2021 |
Notes | £ | £ |
TURNOVER |
Administrative expenses |
(9,011 | ) | (22,338 | ) |
Other operating income |
OPERATING PROFIT |
Income from shares in group undertakings |
335,989 | 322,662 |
Gain/loss on revaluation of investment property |
1,956,264 |
- |
2,292,253 | 322,662 |
Interest payable and similar expenses |
PROFIT BEFORE TAXATION |
Tax on profit | 5 |
PROFIT FOR THE FINANCIAL YEAR |
OTHER COMPREHENSIVE INCOME | - | - |
TOTAL COMPREHENSIVE INCOME FOR THE YEAR |
MINVERPORT ENTERPRISES LIMITED (REGISTERED NUMBER: 01717762) |
Statement of Financial Position |
31 DECEMBER 2022 |
2022 | 2021 |
Notes | £ | £ | £ | £ |
FIXED ASSETS |
Investments | 7 |
Investment property | 8 |
CURRENT ASSETS |
Debtors | 9 |
Cash at bank |
CREDITORS |
Amounts falling due within one year | 10 |
NET CURRENT ASSETS |
TOTAL ASSETS LESS CURRENT LIABILITIES |
CREDITORS |
Amounts falling due after more than one year |
11 |
( |
) |
( |
) |
PROVISIONS FOR LIABILITIES | ( |
) | ( |
) |
NET ASSETS |
CAPITAL AND RESERVES |
Called up share capital |
Fair value reserve | 13 |
Retained earnings |
SHAREHOLDERS' FUNDS |
The financial statements were approved by the director and authorised for issue on |
MINVERPORT ENTERPRISES LIMITED (REGISTERED NUMBER: 01717762) |
Statement of Changes in Equity |
FOR THE YEAR ENDED 31 DECEMBER 2022 |
Called up | Fair |
share | Retained | value | Total |
capital | earnings | reserve | equity |
£ | £ | £ | £ |
Balance at 1 January 2021 |
Changes in equity |
Dividends | - | ( |
) | - | ( |
) |
Total comprehensive income | - |
Balance at 31 December 2021 |
Changes in equity |
Dividends | - | ( |
) | - | ( |
) |
Total comprehensive income | - |
Balance at 31 December 2022 |
MINVERPORT ENTERPRISES LIMITED (REGISTERED NUMBER: 01717762) |
Notes to the Financial Statements |
FOR THE YEAR ENDED 31 DECEMBER 2022 |
1. | STATUTORY INFORMATION |
Minverport Enterprises Limited is a |
The presentation currency of the financial statements is the Pound Sterling (£). |
2. | ACCOUNTING POLICIES |
Basis of preparing the financial statements |
Preparation of consolidated financial statements |
The financial statements contain information about Minverport Enterprises Limited as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 400 of the Companies Act 2006 from the requirements to prepare consolidated financial statements as it and its subsidiary undertaking are included by full consolidation in the consolidated financial statements of its parent, Rexward Solutions Limited, . |
Related party exemption |
The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group. |
Critical accounting judgements and key sources of estimation uncertainty |
Preparation of the financial statements requires the members and management to make significant judgements and estimates. |
The items in the financial statements where these judgements and estimates have been made include: |
- Valuation of investment properties |
Investments in subsidiaries and associates |
Investment in subsidiary and associate undertakings is measured at cost less accumulated impairment. |
Investment property |
Investment properties are properties held to earn rentals and for capital appreciation. Investment properties are initially measured at cost, including transaction costs. Subsequently investment properties are measured at fair value. |
Gains and losses arising from changes in fair value of investment properties are included in profit or loss in the period in which they arise. |
Financial instruments |
Basic financial assets, including trade and other receivables and cash and bank balances are initially recognised at transaction price, 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. |
Such assets are subsequently carried at amortised cost using the effective interest method. |
Basic financial liabilities, including trade and other payables, bank loans 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. |
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method. |
MINVERPORT ENTERPRISES LIMITED (REGISTERED NUMBER: 01717762) |
Notes to the Financial Statements - continued |
FOR THE YEAR ENDED 31 DECEMBER 2022 |
2. | ACCOUNTING POLICIES - continued |
Taxation |
Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. |
Current or deferred taxation assets and liabilities are not discounted. |
Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the statement of financial position date. |
Deferred tax |
Management is required to assess whether it is appropriate to recognise a deferred tax asset relating to taxable losses available to the company. The recognition of deferred tax assets is based upon whether it is more likely than not that sufficient and suitable taxable profits will be available in the future against which the reversal of losses and other deductions can be deducted. |
To determine the future taxable profits, reference is made to the latest available forecast. Therefore, this involves judgement regarding the future financial performance of the company in which a deferred tax asset has been recognised. |
Fixes asset investments |
Fixed asset investments are stated at cost less any diminution in value. |
Going concern |
At the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements. |
3. | EMPLOYEES AND DIRECTORS |
The average number of employees during the year was NIL (2021 - NIL). |
4. | AUDITORS' REMUNERATION |
2022 | 2021 |
£ | £ |
Fees payable to the company's auditors for the audit of the company's financial statements |
8,000 |
8,850 |
2022 | 2021 |
£ | £ |
Audit fees | 8,000 | 8,650 |
5. | TAXATION |
Analysis of the tax charge |
The tax charge on the profit for the year was as follows: |
2022 | 2021 |
£ | £ |
Current tax: |
UK corporation tax |
Tax adjustment - prior years | (260 | ) | - |
Tax on profit |
MINVERPORT ENTERPRISES LIMITED (REGISTERED NUMBER: 01717762) |
Notes to the Financial Statements - continued |
FOR THE YEAR ENDED 31 DECEMBER 2022 |
6. | DIVIDENDS |
2022 | 2021 |
£ | £ |
Interim |
7. | FIXED ASSET INVESTMENTS |
Shares in | Interest |
group | in |
undertakings | associate | Totals |
£ | £ | £ |
COST |
At 1 January 2022 |
and 31 December 2022 | 146,713 |
NET BOOK VALUE |
At 31 December 2022 | 146,713 |
At 31 December 2021 | 146,713 |
The company's investments at the Statement of Financial Position date in the share capital of companies include the following: |
Subsidiary |
Registered office: 5 Theobald Court Theobald Street, Elstree, Herts, WD6 4RN United Kingdom |
Nature of business: |
% |
Class of shares: | holding |
Associated company |
Registered office: Awi Kona Street, Accra-Ghana |
Nature of business: |
% |
Class of shares: | holding |
8. | INVESTMENT PROPERTY |
Total |
£ |
FAIR VALUE |
At 1 January 2022 |
Revaluations | 1,900,000 |
At 31 December 2022 |
NET BOOK VALUE |
At 31 December 2022 |
At 31 December 2021 |
Investment property was revalued at £7,600,000 as at 31 December 2022 by A M R Surveyors Limited, Chartered Surveyors, RICS registered valuers (MRICS) on 28 February 2024. |
MINVERPORT ENTERPRISES LIMITED (REGISTERED NUMBER: 01717762) |
Notes to the Financial Statements - continued |
FOR THE YEAR ENDED 31 DECEMBER 2022 |
8. | INVESTMENT PROPERTY - continued |
Fair value at 31 December 2022 is represented by: |
£ |
Valuation in 2018 | 1,700,000 |
Valuation in 2022 | 1,900,000 |
Cost | 4,000,000 |
7,600,000 |
9. | DEBTORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR |
2022 | 2021 |
£ | £ |
Other debtors |
10. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
2022 | 2021 |
£ | £ |
Bank loans and overdrafts |
Social security and other taxes |
Other creditors |
11. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR |
2022 | 2021 |
£ | £ |
Bank loans - 1-2 years |
Bank loans - 2-5 years |
Amounts owed to group undertakings |
12. | SECURED DEBTS |
The following secured debts are included within creditors: |
2022 | 2021 |
£ | £ |
Bank loans |
The company acquired a new loan of £2,000,000 during the last year. New loan was acquired for a term of five years and interest is payable at the rate of 1.96% over the Bank of England base rate. |
The bank loan and overdraft is secured by a fixed and floating debenture over all its assets and undertakings, cross guarantee from the company and its subsidiary, first legal charges over the investment property. |
MINVERPORT ENTERPRISES LIMITED (REGISTERED NUMBER: 01717762) |
Notes to the Financial Statements - continued |
FOR THE YEAR ENDED 31 DECEMBER 2022 |
13. | RESERVES |
Fair |
value |
reserve |
£ |
At 1 January 2022 |
Fair value reserve | 1,956,264 |
At 31 December 2022 |
14. | CONTINGENT LIABILITIES |
There were no contingent liabilities at the balance sheet date. |
15. | CAPITAL COMMITMENTS |
The company had no capital commitment at 31 December 2022 or 31 December 2021. |
16. | AUDITOR LIABILITY LIMITATION AGREEMENT |
The company has entered into a liability limitation agreement with Kaiser Nouman Nathan LLP, the statutory auditors, in respect of the statutory audit for the year ended 31 December 2022. The proportionate liability agreement follows the standard terms in Appendix B to the Financial Report Council's June 2008 Guidance on Auditor Liability Agreements, and was approved by the members on 17 January 2024. |
17. | ULTIMATE CONTROLLING PARTY |
The director and his spouse are the ultimate controller by virtue of the fact that he and his spouse hold all the issued share capital of the ulimate holding company. |