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 |
Edgbaston | |
Birmingham | |
B16 8LU | |
United Kingdom |
COMPANY NUMBER | 02623547 (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 Property Company 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 loss 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
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.
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 Health and Safety regulation.
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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Turnover |
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Administrative expenses | (
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Loss on fair value movement of investment property | (
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Other operating income |
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Operating profit |
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Income from other fixed asset investments |
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Other non-operating income/(loss) |
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Profit before interest and taxation | 722,925 | 569,365 | ||
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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Loss for the financial year | (
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2024 | 2023 | |||
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Loss for the financial year | (
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(Loss)/gain on hedging | (
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Tax relating to components of other comprehensive income |
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Other comprehensive (loss)/income | (27,361) | 157,190 | ||
Total comprehensive (loss)/income for the financial year | (
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Note | 2024 | 2023 | ||
£ | £ | |||
Fixed assets | ||||
Tangible assets | 3 |
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Investments | 4 |
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26,828,733 | 28,542,847 | |||
Current assets | ||||
Debtors | ||||
- due within one year | 5 |
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- due after more than one year | 5 |
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Cash at bank and in hand |
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2,108,561 | 2,573,295 | |||
Creditors: amounts falling due within one year | 6 | (
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Net current assets | 1,030,856 | 1,119,710 | ||
Total assets less current liabilities | 27,859,589 | 29,662,557 | ||
Creditors: amounts falling due after more than one year | 7 | (
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Provision for liabilities | 8 | (
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Net assets |
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Capital and reserves | ||||
Called-up share capital |
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Undistributable reserve |
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Other reserves |
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Profit and loss account |
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Total shareholders' funds |
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The financial statements of Calthorpe Property Company Limited (registered number:
D I Wooldridge
Director |
H J Cooper
Director |
Called-up share capital | Undistributable reserve | Other reserves | Profit and loss account | Total | |||||
£ | £ | £ | £ | £ | |||||
At 06 April 2022 |
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Loss for the financial year |
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Gain on hedging |
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Tax relating to components of other comprehensive income |
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Total comprehensive income |
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At 05 April 2023 |
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At 06 April 2023 |
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Loss for the financial year |
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Loss on hedging |
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Tax relating to components of other comprehensive income |
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Transfer between reserves |
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Total comprehensive loss |
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At 05 April 2024 |
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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.
Calthorpe Property Company 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, Edgbaston, 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 £.
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 forecast 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.
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 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.
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.
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.
Charges for amounts payable in respect of tax losses surrendered to the company or credits for amounts receivable in respect of tax losses surrendered by the company and utilised by other group companies are recognised in the year to which they relate.
Investments in subsidiaries are stated at cost less provision for impairment. Where a loan is made to a subsidiary at a rate of interest below the market rate, the difference between the cash value and the present value of the loan is accounted for as a capital contribution to the subsidiary and increase in the cost of the investment.
Investments in equity shares which are publicly traded or where the fair value can be measured reliably are initially measured at fair value, with changes in fair value recognised in profit or loss.
Income from fixed asset investments is recognised when the right to receive payment is established.
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.
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.
Rentals payable under operating leases are charged in the profit and loss account on a straight line basis over the lease term.
Financial instruments are classified and accounted for, according to the substance of the contractual arrangement, as financial assets, financial liabilities or equity investments.
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.
Dividend distributions to the company’s shareholders are recognised in the financial statements in the reporting period in which interim dividends are paid and final dividends are recognised when approved by the members.
2024 | 2023 | ||
Number | Number | ||
Monthly average number of persons employed by the Company during the year, including directors |
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Investment property | Total | ||
£ | £ | ||
Cost/Valuation | |||
At 06 April 2023 |
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Additions |
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Revaluations | (
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Disposals | (
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Movement in tenant lease incentives |
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At 05 April 2024 |
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Accumulated depreciation | |||
At 06 April 2023 |
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At 05 April 2024 |
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Net book value | |||
At 05 April 2024 |
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At 05 April 2023 |
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Properties held at a value of £9.705m (2023 - £9.76m) are charged as security for loan facilities from Lloyds Bank Plc to the ultimate shareholder. In addition, properties held at a value of £2.77m (2023 - £5.535m) are charged as security for loan facilities from Handelsbanken Plc to the company, see note 7.
The prior year investment property valuation has been restated. See note 10 for details regarding the impact of the prior year adjustment.
2024 | 2023 | ||
£ | £ | ||
Subsidiary undertakings |
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Other investments and loans |
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6,029,733 | 5,993,997 |
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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Listed investments | Total | ||
£ | £ | ||
Cost or valuation before impairment | |||
At 06 April 2023 |
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Movement in fair value |
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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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The prior year listed investments valuation has been restated. See note 10 for details regarding the impact of the prior year adjustment.
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, Edgbaston, Birmingham, B16 8LU | Management activites |
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2024 | 2023 | ||
£ | £ | ||
Debtors: amounts falling due within one year | |||
Trade debtors |
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Amounts owed by Group undertakings |
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Prepayments and accrued income |
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Other debtors |
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Debtors: amounts falling due after more than one year | |||
Derivative financial instruments |
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2024 | 2023 | ||
£ | £ | ||
Trade creditors |
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Amounts owed to Group undertakings |
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Accruals and deferred income |
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Taxation and social security |
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Other creditors |
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2024 | 2023 | ||
£ | £ | ||
Bank loans |
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Amounts owed to related parties |
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The shareholder provided a loan facility of £25m (2023- £25m) throughout the year. At 5 April 2024, £14,250,000 (2023 - £15,500,000) had been drawn down. The facility is repayable in full upon 12 months prior notice in writing, and during the year bore interest at an average rate of 7.69% (2023 - 4.8%). Interest of £1,158,344 (2023 - £743,308) was charged during the year.
Deferred taxation | Other | Total | |||
£ | £ | £ | |||
At 06 April 2023 |
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656,734 | ||
Charged/(credited) to the Profit and Loss Account | (
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( 5,607) | ||
Charged/(credited) to the Statement of Comprehensive Income | (
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( 9,120) | ||
At 05 April 2024 |
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642,007 | ||
Other provisions relates to a provision of £90,780 (2023 - £90,780) in respect of remedial works required to one of the company’s investment properties.
Commitments
Total future minimum lease payments under non-cancellable operating leases are as follows:
2024 | 2023 | ||
£ | £ | ||
within one year |
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between one and five years |
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after five years |
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The valuation of listed investments as at 5 April 2023 was calculated using the mid price rather than the bid price, as required under FRS 102. As a result, the 2023 comparatives have been restated to show an updated 2023 loss on revaluation of listed investments through the profit and loss account of £464,570 (previously £285,889), carrying value of listed investments of £5,967,935 (previously £6,146,616), in addition to the associated deferred tax effect which has resulted in a decrease in the deferred tax liability of £44,670.
The valuation of investment properties as at 5 April 2023 included a £50,000 valuation in respect of a property owned by another entity. As a result, the 2023 comparatives have been restated to show an updated 2023 loss on revaluation of investment properties through the profit and loss account of £527,277 (previously £477,277), carrying value of investment properties of £22,548,850 (previously £22,598,850, in addition to the associated deferred tax effect which has resulted in a decrease in the deferred tax liability of £12,500.
The adjustments noted above have resulted in a loss for the financial year of £140,125 (previously a profit of £31,386), a fall in net assets to £10,005,823 (previously £10,177,334) and a fall in the deferred tax liability to £565,954 (previously £623,124).