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Company No: 05648676 (England and Wales)

CALTHORPE EDGBASTON MILL LIMITED

Annual Report and Financial Statements
For the financial year ended 05 April 2024

CALTHORPE EDGBASTON MILL LIMITED

Annual Report and Financial Statements

For the financial year ended 05 April 2024

Contents

CALTHORPE EDGBASTON MILL LIMITED

COMPANY INFORMATION

For the financial year ended 05 April 2024
CALTHORPE EDGBASTON MILL LIMITED

COMPANY INFORMATION (continued)

For the financial year ended 05 April 2024
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
B16 8LU
United Kingdom
COMPANY NUMBER 05648676 (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
CALTHORPE EDGBASTON MILL LIMITED

DIRECTORS' REPORT

For the financial year ended 05 April 2024
CALTHORPE EDGBASTON MILL LIMITED

DIRECTORS' REPORT (continued)

For the financial year ended 05 April 2024

The directors present their annual report and the audited financial statements of the Company for the financial year ended 05 April 2024.

GOING CONCERN

The directors' have prepared the financial statements on the going concern basis. Further details are provided in the notes to the financial statements.

DIRECTORS

The directors, who served during the financial year and to the date of this report except as noted, were as follows:

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

AUDITOR

Each of the persons who is a director at the date of approval of this report confirms that:
* 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.

This Directors' Report has been prepared in accordance with the provisions applicable to companies entitled to the small companies' exemption provided by section 415A of the Companies Act 2006.



Approved by the Board of Directors and signed on its behalf by:

D I Wooldridge
Director
76 Hagley Road
Birmingham
B16 8LU
United Kingdom

16 July 2024

CALTHORPE EDGBASTON MILL LIMITED

DIRECTORS' RESPONSIBILITIES STATEMENT

For the financial year ended 05 April 2024
CALTHORPE EDGBASTON MILL LIMITED

DIRECTORS' RESPONSIBILITIES STATEMENT (continued)

For the financial year ended 05 April 2024

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.

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF CALTHORPE EDGBASTON MILL LIMITED

For the financial year ended 05 April 2024

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF CALTHORPE EDGBASTON MILL LIMITED (continued)

For the financial year ended 05 April 2024

Report on the audit of the financial statements

Opinion

We have audited the financial statements of Calthorpe Edgbaston Mill Limited (the 'company') for the year ended 5 April 2024, which comprise the Profit and Loss Account, Statement of Comprehensive Income, 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

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 Auditor’s 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 directors' 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 directors with respect to going concern are described in the relevant sections of this report.

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

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 an auditor’s report 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.

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

Under the Companies Act 2006 we are required to report in respect of the following matters 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 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.

Oliver Jackson(Senior Statutory Auditor)
For and on behalf of Dixon Wilson Audit Services LLP
Statutory Auditor

22 Chancery Lane
London
WC2A 1LS
United Kingdom

16 July 2024

CALTHORPE EDGBASTON MILL LIMITED

PROFIT AND LOSS ACCOUNT

For the financial year ended 05 April 2024
CALTHORPE EDGBASTON MILL LIMITED

PROFIT AND LOSS ACCOUNT (continued)

For the financial year ended 05 April 2024
2024 2023
£ £
Turnover 352,354 481,977
Administrative expenses ( 248,536) ( 213,713)
Gain/(loss) on fair value movement of investment property 55,937 ( 595,440)
Other operating income/(loss) 205,867 ( 126,398)
Operating profit/(loss) 365,622 ( 453,574)
Interest receivable and similar income 15,799 25
Interest payable and similar expenses ( 180,853) ( 199,299)
Profit/(loss) before taxation 200,568 ( 652,848)
Tax on profit/(loss) 8,475 ( 64,481)
Profit/(loss) for the financial year 209,043 ( 717,329)
CALTHORPE EDGBASTON MILL LIMITED

STATEMENT OF COMPREHENSIVE INCOME

For the financial year ended 05 April 2024
CALTHORPE EDGBASTON MILL LIMITED

STATEMENT OF COMPREHENSIVE INCOME (continued)

For the financial year ended 05 April 2024
2024 2023
£ £
Profit/(loss) for the financial year 209,043 ( 717,329)
(Loss)/gain on hedging ( 52,116) 299,410
Tax relating to components of other comprehensive income 13,029 ( 74,853)
Other comprehensive (loss)/income (39,087) 224,557
Total comprehensive income/(loss) for the financial year 169,956 ( 492,772)
CALTHORPE EDGBASTON MILL LIMITED

BALANCE SHEET

As at 05 April 2024
CALTHORPE EDGBASTON MILL LIMITED

BALANCE SHEET (continued)

As at 05 April 2024
Note 2024 2023
£ £
Fixed assets
Tangible assets 3 5,700,000 6,100,000
5,700,000 6,100,000
Current assets
Debtors
- due within one year 4 59,292 49,007
- due after more than one year 4 371,094 423,210
Cash at bank and in hand 1,070,235 711,367
1,500,621 1,183,584
Creditors: amounts falling due within one year 5 ( 192,992) ( 228,974)
Net current assets 1,307,629 954,610
Total assets less current liabilities 7,007,629 7,054,610
Creditors: amounts falling due after more than one year 6 ( 5,019,543) ( 5,214,976)
Provision for liabilities 7 ( 100,399) ( 121,903)
Net assets 1,887,687 1,717,731
Capital and reserves
Called-up share capital 2,500,001 2,500,001
Equity reserve 225,394 225,394
Other reserves 278,321 317,408
Profit and loss account ( 1,116,029 ) ( 1,325,072 )
Total shareholders' funds 1,887,687 1,717,731

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

The financial statements of Calthorpe Edgbaston Mill Limited (registered number: 05648676) were approved and authorised for issue by the Board of Directors on 16 July 2024. They were signed on its behalf by:

D I Wooldridge
Director
H J Cooper
Director
CALTHORPE EDGBASTON MILL LIMITED

STATEMENT OF CHANGES IN EQUITY

For the financial year ended 05 April 2024
CALTHORPE EDGBASTON MILL LIMITED

STATEMENT OF CHANGES IN EQUITY (continued)

For the financial year ended 05 April 2024
Called-up share capital Equity reserve Other reserves Profit and loss account Total
£ £ £ £ £
At 06 April 2022 2,500,001 225,394 92,851 ( 607,743) 2,210,503
Loss for the financial year 0 0 0 ( 717,329) ( 717,329)
Gain on hedging 0 0 299,410 0 299,410
Tax relating to components of other comprehensive income 0 0 ( 74,853) 0 ( 74,853)
Total comprehensive loss 0 0 224,557 ( 717,329) ( 492,772)
At 05 April 2023 2,500,001 225,394 317,408 ( 1,325,072) 1,717,731
At 06 April 2023 2,500,001 225,394 317,408 ( 1,325,072) 1,717,731
Profit for the financial year 0 0 0 209,043 209,043
Loss on hedging 0 0 ( 52,116) 0 ( 52,116)
Tax relating to components of other comprehensive income 0 0 13,029 0 13,029
Total comprehensive income 0 0 ( 39,087) 209,043 169,956
At 05 April 2024 2,500,001 225,394 278,321 ( 1,116,029) 1,887,687
CALTHORPE EDGBASTON MILL LIMITED

NOTES TO THE FINANCIAL STATEMENTS

For the financial year ended 05 April 2024
CALTHORPE EDGBASTON MILL LIMITED

NOTES TO THE FINANCIAL STATEMENTS

For the financial year ended 05 April 2024
1. Accounting policies

The principal accounting policies are summarised below. They have all been applied consistently throughout the financial year and to the preceding financial year, unless otherwise stated.

General information and basis of accounting

Calthorpe Edgbaston Mill 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, 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 £.

Going concern

The financial statements have been prepared on a going concern basis which is dependent upon the continued support of the company's controlling party. The controlling party has committed to continue to provide this support for at least a period of twelve months from the date of approval of these financial statements. The impact of the challenging economic outlook on the ability of the company to continue as a going concern has been assessed by the directors, and they have undertaken stress testing of the company’s cash flows and covenant compliance with bank facilities taking account of forecasted rental collections through to March 2026. Accordingly, the directors are satisfied the company can continue to operate for at least twelve months from the date of approval of these financial statements.

Turnover

Rents are brought into account on an accruals basis. The rental income is matched to the days of the period. Rent free periods and rent incentives are spread over the term of the lease.

Taxation

The tax expense for the period comprises current and deferred tax. Tax is recognised in profit or loss, except that a charge attributable to an item of income or expense recognised as other comprehensive income is also recognised directly in other comprehensive income.

Current Tax

The current tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the company operates and generates taxable income.

Deferred Tax

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.

Borrowings

Interest-bearing borrowings are initially recorded at fair value, net of transaction costs. Interest-bearing borrowings are subsequently carried at amortised cost, with the difference between the proceeds, net of transaction costs, and the amount due on redemption being recognised as a charge to the profit and loss over the period of the relevant borrowing.

Interest expense is recognised on the basis of the effective interest method and is included in interest payable and similar charges.

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.

Share capital

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.

Investment property

Investment properties are carried at fair value, derived from the current market prices for comparable real estate determined annually by external valuers. The valuers use observable market prices, adjusted if necessary for any difference in the nature, location or condition of the specific asset. Changes in fair value are recognised in profit or loss.

Disposals of investment properties are recognised on the exchange of unconditional contracts or on the satisfaction of the relevant conditions when conditional contracts have been exchanged.

Financial instruments

Financial instruments are classified and accounted for, according to the substance of the contractual agreement, as financial assets, financial liabilities or equity instruments.

Derivative financial instruments
The company uses derivative financial instruments such as interest rate swaps to hedge its risks associated with interest rate fluctuations. The interest rate swap is an effective hedge and the company has chosen to adopt hedge accounting. Derivative financial instruments are initially recognised at fair value on the date on which a derivative contract is entered into and are subsequently remeasured at fair value through other comprehensive income. Derivatives are carried as assets when the fair value is positive and as liabilities when the fair value is negative.

The fair value of interest rate swap contracts is determined by calculating the present value of the estimated future cash flows based on observable yield curves.

2. Employees

2024 2023
Number Number
Monthly average number of persons employed by the Company during the year, including directors 22 20

3. Tangible assets

Investment property Total
£ £
Cost/Valuation
At 06 April 2023 6,100,000 6,100,000
Revaluations 55,937 55,937
Disposals ( 440,000) ( 440,000)
Movement on tenant lease incentives ( 15,937) ( 15,937)
At 05 April 2024 5,700,000 5,700,000
Accumulated depreciation
At 06 April 2023 0 0
At 05 April 2024 0 0
Net book value
At 05 April 2024 5,700,000 5,700,000
At 05 April 2023 6,100,000 6,100,000

Revaluation of tangible assets

The investment properties class of fixed assets was revalued as at 5 April 2024 by Cushman & Wakefield Debenham Tie Leung Limited, professionally qualified external valuers, in accordance with the RICS Valuation Professional Standards published by the Royal Institution of Chartered Surveyors. The basis of this valuation was open market value. This class of assets has a current value of £5,700,000 (2023 - £6,100,000) and a carrying amount at historical cost of £5,193,310 (2023 - £7,714,734).

4. Debtors

2024 2023
£ £
Debtors: amounts falling due within one year
Trade debtors 52,176 48,057
Prepayments and accrued income 7,116 0
Other debtors 0 950
59,292 49,007
Debtors: amounts falling due after more than one year
Derivative financial instruments 371,094 423,210

5. Creditors: amounts falling due within one year

2024 2023
£ £
Trade creditors 4,668 15,279
Accruals and deferred income 131,936 136,136
Taxation and social security 18,358 38,278
Other creditors 38,030 39,281
192,992 228,974

6. Creditors: amounts falling due after more than one year

2024 2023
£ £
Bank loans 5,000,000 5,000,000
Other loans 19,543 214,976
5,019,543 5,214,976

The company and its shareholder have loan agreements and an interest rate swap with Handelsbanken plc secured on properties held. The value of the properties held by the company that are charged as security for those agreements at 5 April 2024 was £5.55m (2023 - £5.94m). The loan facility is for up to £5m, which is repayable by 29 November 2026 and subject to interest at 2.05%. The interest rate swap is for a nominal value of £5m with a maturity date of 29 November 2026. The company pays interest at 1.47% and Handelsbanken plc pays interest at the 3 month LIBOR rate.

Loan facilities of £4.5m were made available by the shareholder. The balance on the loan as at 5 April 2024 was £20,000 (2023 - £220,000). During the year £200,000 (2023- £1,000,000) was repaid. The loans are interest free, and are repayable in full upon twelve calendar months prior notice in writing.

As the shareholder loans are at a rate of interest below the market rate, they constitute a financing transaction under FRS102. The loans have been measured at the present value of future payments discounted at 2% + LIBOR, 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 repaid has been unwound and recognised as an interest expense. During the year £4,567 was recognised as an interest expense (2023 - £22,836).

7. Provision for liabilities

2024 2023
£ £
Deferred tax 100,399 121,903
Deferred taxation Total
£ £
At 06 April 2023 121,903 121,903
Credited to the Profit and Loss Account ( 8,475) ( 8,475)
Credited to the Statement of Comprehensive Income ( 13,029) ( 13,029)
At 05 April 2024 100,399 100,399