Company No:
Contents
DIRECTORS | G A Allison |
P J Clark (Appointed 21 September 2023) | |
H J Cooper | |
P M Hay-Plumb OBE | |
A J Parker (Resigned 31 July 2023) | |
D I Wooldridge |
SECRETARY | D I Wooldridge |
REGISTERED OFFICE | 76 Hagley Road |
Birmingham | |
West Midlands | |
B16 8LU | |
United Kingdom |
COMPANY NUMBER | 03979052 (England and Wales) |
AUDITOR | Dixon Wilson Audit Services LLP |
22 Chancery Lane | |
London | |
WC2A 1LS | |
United Kingdom |
BANKERS | Lloyds Bank Plc |
X+why Foundry | |
6 Brindley Place | |
Birmingham | |
B1 2JB | |
United Kingdom |
The directors present their annual report and the audited financial statements of the Company for the financial year ended 05 April 2024.
DIRECTORS
The directors, who served during the financial year and to the date of this report except as noted, were as follows:
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(Appointed 21 September 2023) |
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(Resigned 31 July 2023) |
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AUDITOR
* So far as the director is aware, there is no relevant audit information of which the Company's auditor is unaware; and
* The director has taken all the steps that he/she ought to have taken as a director in order to make himself/herself aware of any relevant audit information and to establish that the Company's auditor is aware of that information.
This confirmation is given and should be interpreted in accordance with the provisions of s418 of the Companies Act 2006.
Approved by the Board of Directors and signed on its behalf by:
D I Wooldridge
Director |
The directors acknowledge their responsibilities for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are 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 directors are required to:
* Select suitable accounting policies and then apply them consistently;
* Make judgements and accounting estimates that are reasonable and prudent;
* State whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and
* Prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.
The directors are 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 them to ensure that the financial statements comply with the Companies Act 2006. They are 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.
Report on the audit of the financial statements
Opinion
We have audited the financial statements of Calthorpe Developments Limited (the 'company') for the year ended 5 April 2024, which comprise the Profit and Loss Account, Balance Sheet, 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 5 April 2024 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
Emphasis of Matter
Other information
The directors are responsible for the other information. The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report 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 there is a material misstatement in the financial statements or a material misstatement of the other information. 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.
Responsibilities of directors
As explained more fully in the Statement of Directors' Responsibilities set out on page 3, the directors are 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 directors determine is 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 directors are 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 directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the financial statements
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
We gained an understanding of the legal and regulatory framework applicable to the company by considering, amongst other things, the industry in which it operates, and considered the risk of acts by the company that were contrary to applicable laws and regulations, including fraud. We designed audit procedures to respond to the assessed level of risk, but recognised that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.
We focused on laws and regulations which could give rise to a material misstatement in the financial statements, including, but not limited to, UK Company Law, UK tax legislation and property related laws.
Our tests included agreeing the financial statement disclosures to underlying supporting documentation, enquiries with management, reviewing minutes of meetings of those charged with governance and assessment of service organisation controls.
As in all our audits, we also addressed the risk of management override of internal controls, including testing journals and evaluating whether there was evidence of bias by management that represented a risk of material misstatement due to fraud.
There are inherent limitations in the audit procedures described above and, the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it. We did not identify any key audit matters relating to irregularities, including fraud.
A further description of our responsibilities is available on the Financial Reporting Council’s website at:
www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.
Report on other legal and regulatory requirements
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 Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
* The Directors' Report has been prepared in accordance with applicable legal requirements.
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 any material misstatements in the Directors' Report.
Matters on which we are required to report by exception
* 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 directors’ remuneration specified by law are not made; or
* We have not received all the information and explanations we require for our audit; or
* The directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies’ exemptions in preparing the Directors’ Report and from the requirement to prepare a Strategic Report.
We have nothing to report in respect of these matters.
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 an auditor’s report 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
Statutory Auditor
London
WC2A 1LS
United Kingdom
2024 | 2023 | |||
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Administrative expenses | (
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Other operating income |
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Operating loss | (
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Interest receivable and similar income |
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Interest payable and similar expenses | (
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Loss before taxation | (
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Tax on loss |
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Profit/(loss) for the financial year |
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Note | 2024 | 2023 | ||
£ | £ | |||
Fixed assets | ||||
Investments | 3 |
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2 | 2 | |||
Current assets | ||||
Debtors | 4 |
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Cash at bank and in hand |
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2,762,585 | 2,650,485 | |||
Creditors: amounts falling due within one year | 5 | (
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Net current assets | 2,704,520 | 2,589,289 | ||
Total assets less current liabilities | 2,704,522 | 2,589,291 | ||
Creditors: amounts falling due after more than one year | 6 | (
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Net assets |
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Capital and reserves | ||||
Called-up share capital |
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Other reserves |
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Profit and loss account |
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Total shareholder's funds |
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The financial statements of Calthorpe Developments Limited (registered number:
D I Wooldridge
Director |
H J Cooper
Director |
Called-up share capital | Other reserves | Profit and loss account | Total | ||||
£ | £ | £ | £ | ||||
At 06 April 2022 |
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Loss for the financial year |
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Total comprehensive loss |
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Capital contribution |
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At 05 April 2023 |
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At 06 April 2023 |
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Profit for the financial year |
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Total comprehensive income |
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Capital contribution |
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At 05 April 2024 |
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The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.
Calthorpe Developments Limited (the Company) is a private company, limited by shares, incorporated in the United Kingdom under the Companies Act 2006 and is registered in England and Wales. The address of the Company's registered office is 76 Hagley Road, Birmingham, West Midlands, B16 8LU, United Kingdom.
The financial statements have been prepared under the historical cost convention, modified to include certain items at fair value, and in accordance with Section 1A of Financial Reporting Standard 102 (FRS 102) ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland’ issued by the Financial Reporting Council.
The financial statements are presented in Sterling which is the functional currency of the company and rounded to the nearest £.
The Directors at the time of approving these financial statements intend that the company will sell its remaining development property and subsequently cease trading. The Directors expect that this will happen within a year of the approval of the financial statements. The company will remain the parent company of Pebble Mill Investments Limited, an active property investment and development company. As a result, these financial statements have been prepared on a basis other than a going concern. The controlling party has committed to continue to provide support for at least a year from the approval of these financial statements.
Group accounts exemption s399
The Company has taken advantage of the exemption under section 399 of the Companies Act 2006 not to prepare consolidated accounts, on the basis that the group of which this is the parent qualifies as a small group. The financial statements present information about the Company as an individual entity and not about its group.
The amount recorded as turnover in respect of long-term contracts is ascertained by reference to the value of the work carried out to date.
Rental income is recognised on an accruals basis. The income is matched to the days in the period.
Provision is made for deferred tax liabilities in respect of all timing differences arising from the different treatment of items for accounting and taxation purposes without discounting.
Deferred tax assets in respect of such timing differences are recognised to the extent that they are regarded as being, more likely than not, recoverable in the short to medium term, and are not discounted.
Investments in subsidiares are stated at cost less provision for impairment.
These assets are included in the accounts at the lower of cost and net realisable value. Cost for this purpose comprises the rent payable and purchase cost of land and buildings, development expenditure and directly attributable interest and overheads.
Borrowings are classified as current liabilities unless the company has an unconditional right to defer settlement of the liability for at least twelve months after the reporting date.
Loans at a rate of interest below the market rate are measured at the present value of future payments discounted at a rate of interest available on other commercial loans and borrowings. The difference between the cash value and the present value of the loan is recognised as a capital contribution in other reserves.
Financial instruments are classified and accounted for, according to the substance of the contractual arrangement, as financial assets, financial liabilities or equity instruments.
Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments.
2024 | 2023 | ||
Number | Number | ||
Monthly average number of persons employed by the Company during the year, including directors |
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2024 | 2023 | ||
£ | £ | ||
Subsidiary undertakings |
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Investments in subsidiaries
2024 | |
£ | |
Cost | |
At 06 April 2023 |
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At 05 April 2024 |
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Carrying value at 05 April 2024 |
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Carrying value at 05 April 2023 |
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Investments in shares
Name of entity | Registered office | Principal activity | Class of shares |
Ownership 05.04.2024 |
Ownership 05.04.2023 |
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76 Hagley Road, Birmingham, B16 8LU | Letting and operating real estate |
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76 Hagley Road, Birmingham, B16 8LU | Dormant |
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2024 | 2023 | ||
£ | £ | ||
Trade debtors |
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Amounts owed by Group undertakings |
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Deferred tax asset |
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Other debtors |
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A deferred tax asset of £102,763 (2023 - £nil) has been recognised in the year, see note 7 for further details.
2024 | 2023 | ||
£ | £ | ||
Trade creditors |
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Amounts owed to Group undertakings |
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Other taxation and social security |
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Other creditors |
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2024 | 2023 | ||
£ | £ | ||
Amounts owed to related parties |
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As the loans are at a rate of interest below the market rate, they constitute a financing transaction under FRS102. The loans were measured at the present value of future payments discounted at 1.55% + SONIA being the market rate of interest available to the group on other commercial loans and borrowings at the date the loans were advanced. The difference between the cash value of the loans and the present value has been recognised as a capital contribution by the shareholders in other reserves. To the extent to which the loans were repaid during the year, the discount on the balance has been unwound and recognised as an interest expense. During the year £883 (2023 - £nil) was recognised as an interest expense.
2024 | 2023 | ||
£ | £ | ||
At the beginning of financial year |
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Credited/(charged) to the Profit and Loss Account |
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At the end of financial year |
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