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Registered number: 11570224









MERCHANT LAND PORTFOLIO 1 LIMITED









FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 OCTOBER 2023

 
MERCHANT LAND PORTFOLIO 1 LIMITED
REGISTERED NUMBER: 11570224

BALANCE SHEET
AS AT 31 OCTOBER 2023

2023
2022
                                                                    Note
£
£

  

Current assets
  

Stocks
  
10,171,286
12,066,299

Debtors: amounts falling due within one year
 4 
474,661
344,944

Cash at bank and in hand
  
102,168
15,162

  
10,748,115
12,426,405

Creditors: amounts falling due within one year
 5 
(9,971,498)
(788,733)

Net current assets
  
 
 
776,617
 
 
11,637,672

Creditors: amounts falling due after more than one year
 6 
-
(11,743,235)

  

Net assets/(liabilities)
  
776,617
(105,563)


Capital and reserves
  

Called up share capital 
  
100
100

Profit and loss account
  
776,517
(105,663)

  
776,617
(105,563)


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 statement of comprehensive income 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 on 11 June 2024.




H.R. Merali
Director

The notes on pages 2 to 7 form part of these financial statements.

Page 1

 
MERCHANT LAND PORTFOLIO 1 LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 OCTOBER 2023

1.


General information

Merchant Land Portfolio 1 Limited (the "Company") is a private company, limited by shares, incorporated in England and Wales. The registered office is 61 Charlotte Street, London, W1T 4PF.

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 FRS 102 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland' and the requirements of the Companies Act 2006. 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 following principal accounting policies have been applied:

 
2.2

Going concern

During the year the Company was in breach of their covenants and as a result their bank loans have been presented as repayable on demand, however the bank have expressed their continued support of the company.
The Directors have received an unconditional letter of support from a fellow subsidiary, confirming that it will continue to provide financial support to the company if it requires assistance to meet its financial obligations. The letter of support has been provided for at least twelve months from the approval of these financial statements. The financial statements are therefore prepared on a going concern basis.

 
2.3

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Sale of property

Revenue from the sale of goods is recognised when all of the following conditions are satisfied:
the Company has transferred the significant risks and rewards of ownership to the buyer;
the Company retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;
the amount of revenue can be measured reliably;
it is probable that the Company will receive the consideration due under the transaction; and
the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Rental income
The Company generates rental income from investment properties let to third parties. Sales invoices are raised in advance for services provided. Revenue is recognised in the accounting period in which the services are rendered. 

Page 2

 
MERCHANT LAND PORTFOLIO 1 LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 OCTOBER 2023

2.Accounting policies (continued)

 
2.4

Operating leases: the Company as lessor

Rental income from operating leases is credited to profit or loss on a straight-line basis over the lease term.

 
2.5

Borrowing costs

All borrowing costs are recognised in profit or loss in the year in which they are incurred.

 
2.6

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.

 
2.7

Taxation

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 income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company operates and generates income.

 
2.8

Stocks

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase.
At each balance sheet date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.

 
2.9

Debtors

Short term debtors are measured at transaction price, less any impairment.

 
2.10

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours.  

Page 3

 
MERCHANT LAND PORTFOLIO 1 LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 OCTOBER 2023

2.Accounting policies (continued)

 
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

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.

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.

Page 4

 
MERCHANT LAND PORTFOLIO 1 LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 OCTOBER 2023

2.Accounting policies (continued)


2.12
Financial instruments (continued)

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 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 instruments

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.


3.


Employees

The average monthly number of employees, including directors, during the year was 3 (2022 - 3).


4.


Debtors

2023
2022
£
£


Trade debtors
15,005
-

Amounts owed by group undertakings
416,754
278,254

Other debtors
14,870
2,744

Prepayments and accrued income
28,032
63,946

474,661
344,944


Page 5

 
MERCHANT LAND PORTFOLIO 1 LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 OCTOBER 2023

5.


Creditors: Amounts falling due within one year

2023
2022
£
£

Bank loans
8,505,834
-

Trade creditors
18,932
7,731

Amounts owed to group undertakings
1,013,648
537,295

Corporation tax
123,276
-

Other taxation and social security
591
-

Other creditors
-
95

Accruals and deferred income
309,217
243,612

9,971,498
788,733


Secured loans
Bank loans amounting to £8,369,836 (2022 - £11,770,000) are secured by a debenture over all assets of the company, a charge over the Company's property held as stock, a charge over the shares in the company, an assignment over future rental income and guarantees given by fellow group companies.
Covenant breaches
During the year the Company was in breach of their covenants and as a result their bank loans have been presented as repayable on demand, however the bank have expressed their continued support of the company.


6.


Creditors: Amounts falling due after more than one year

2023
2022
£
£

Bank loans
-
11,743,235



7.


Pension commitments

The Company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund and amounted to £156 (2022 - £252). Contributions totalling £Nil (2022 - £95) were payable to the fund at the balance sheet date.


8.


Related party transactions

Transactions with group companies are not disclosed by virtue of the exemption claimed under FRS 102 Section 1AC 35.

Page 6

 
MERCHANT LAND PORTFOLIO 1 LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 OCTOBER 2023

9.


Controlling party

Holbud Group Limited is the parent of the group for which consolidated financial statements are prepared. The registered office is 61 Charlotte Street, London, W1T 4PF.


10.


Auditor's information

The auditor's report on the financial statements for the year ended 31 October 2023 was unqualified.

The audit report was signed on 17 June 2024 by Andrew May ACCA (Senior statutory auditor) on behalf of Barnes Roffe LLP.

 
Page 7