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REGISTERED NUMBER: 01717762 (England and Wales)















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: Mr A Johar



SECRETARY: Mr A Johar



REGISTERED OFFICE: 5 Theobald Court
Theobald Street
Elstree
Hertfordshire
WD6 4RN



REGISTERED NUMBER: 01717762 (England and Wales)



SENIOR STATUTORY AUDITOR: Dinesh Bathmanathan



AUDITORS: Kaiser Nouman Nathan LLP
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
Mr A Johar held office during the whole of the period from 1 January 2022 to the date of this report.

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:





Mr A Johar - Director


11 April 2024

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.




Dinesh Bathmanathan (Senior Statutory Auditor)
for and on behalf of Kaiser Nouman Nathan LLP
Chartered Certified Accountants
17 Plumbers Row
Unit D
London
E1 1EQ

13 April 2024

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
(9,011 ) (22,338 )

Other operating income 275,000 275,000
OPERATING PROFIT 265,989 252,662

Income from shares in group undertakings 70,000 70,000
335,989 322,662
Gain/loss on revaluation of investment
property

1,956,264

-
2,292,253 322,662

Interest payable and similar expenses 68,398 43,965
PROFIT BEFORE TAXATION 2,223,855 278,697

Tax on profit 5 37,282 39,652
PROFIT FOR THE FINANCIAL YEAR 2,186,573 239,045

OTHER COMPREHENSIVE INCOME - -
TOTAL COMPREHENSIVE INCOME FOR
THE YEAR

2,186,573

239,045

MINVERPORT ENTERPRISES LIMITED (REGISTERED NUMBER: 01717762)

Statement of Financial Position
31 DECEMBER 2022

2022 2021
Notes £    £    £    £   
FIXED ASSETS
Investments 7 146,713 146,713
Investment property 8 7,600,000 5,700,000
7,746,713 5,846,713

CURRENT ASSETS
Debtors 9 2,204,960 2,204,960
Cash at bank 18,506 17,236
2,223,466 2,222,196
CREDITORS
Amounts falling due within one year 10 394,583 383,351
NET CURRENT ASSETS 1,828,883 1,838,845
TOTAL ASSETS LESS CURRENT
LIABILITIES

9,575,596

7,685,558

CREDITORS
Amounts falling due after more than one
year

11

(4,458,218

)

(4,628,489

)

PROVISIONS FOR LIABILITIES (650,000 ) (706,264 )
NET ASSETS 4,467,378 2,350,805

CAPITAL AND RESERVES
Called up share capital 1,200 1,200
Fair value reserve 13 2,950,000 993,736
Retained earnings 1,516,178 1,355,869
SHAREHOLDERS' FUNDS 4,467,378 2,350,805

The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

The financial statements were approved by the director and authorised for issue on 11 April 2024 and were signed by:





Mr A Johar - Director


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 1,200 1,186,824 993,736 2,181,760

Changes in equity
Dividends - (70,000 ) - (70,000 )
Total comprehensive income - 239,045 - 239,045
Balance at 31 December 2021 1,200 1,355,869 993,736 2,350,805

Changes in equity
Dividends - (70,000 ) - (70,000 )
Total comprehensive income - 230,309 1,956,264 2,186,573
Balance at 31 December 2022 1,200 1,516,178 2,950,000 4,467,378

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 private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

The presentation currency of the financial statements is the Pound Sterling (£).


2. ACCOUNTING POLICIES

Basis of preparing the financial statements
These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention as modified by the revaluation of certain assets.

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 37,542 39,652
Tax adjustment - prior years (260 ) -

Tax on profit 37,282 39,652

MINVERPORT ENTERPRISES LIMITED (REGISTERED NUMBER: 01717762)

Notes to the Financial Statements - continued
FOR THE YEAR ENDED 31 DECEMBER 2022


6. DIVIDENDS
2022 2021
£    £   
Interim 70,000 70,000

7. FIXED ASSET INVESTMENTS
Shares in Interest
group in
undertakings associate Totals
£    £    £   
COST
At 1 January 2022
and 31 December 2022 102,713 44,000 146,713
NET BOOK VALUE
At 31 December 2022 102,713 44,000 146,713
At 31 December 2021 102,713 44,000 146,713

The company's investments at the Statement of Financial Position date in the share capital of companies include the following:

Subsidiary

F & J Arpino Limited
Registered office: 5 Theobald Court Theobald Street, Elstree, Herts, WD6 4RN United Kingdom
Nature of business: Wholesalers of fancy goods and toiletries
%
Class of shares: holding
Ordinary 100.00

Associated company

New Coco Beach Resorts Limited
Registered office: Awi Kona Street, Accra-Ghana
Nature of business: Hotel and restaurant
%
Class of shares: holding
Ordinary 33.00

8. INVESTMENT PROPERTY
Total
£   
FAIR VALUE
At 1 January 2022 5,700,000
Revaluations 1,900,000
At 31 December 2022 7,600,000
NET BOOK VALUE
At 31 December 2022 7,600,000
At 31 December 2021 5,700,000

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 2,204,960 2,204,960

10. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
2022 2021
£    £   
Bank loans and overdrafts 180,578 180,578
Social security and other taxes 37,542 59,594
Other creditors 176,463 143,179
394,583 383,351

11. CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR
2022 2021
£    £   
Bank loans - 1-2 years 180,578 180,578
Bank loans - 2-5 years 1,430,312 1,605,273
Amounts owed to group undertakings 2,847,328 2,842,638
4,458,218 4,628,489

12. SECURED DEBTS

The following secured debts are included within creditors:

2022 2021
£    £   
Bank loans 1,791,468 1,966,429

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 993,736
Fair value reserve 1,956,264

At 31 December 2022 2,950,000

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.