Caseware UK (AP4) 2023.0.135 2023.0.135 2024-01-312024-01-31truetruetruetruetruetruetrue2023-02-01falseIn the current year, repurposed to hold the freehold of the Covent Garden Hotel.11false 11140749 2023-02-01 2024-01-31 11140749 2022-02-01 2023-01-31 11140749 2024-01-31 11140749 2023-01-31 11140749 c:Director1 2023-02-01 2024-01-31 11140749 d:FreeholdInvestmentProperty 2023-02-01 2024-01-31 11140749 d:FreeholdInvestmentProperty 2024-01-31 11140749 d:FreeholdInvestmentProperty 2 2023-02-01 2024-01-31 11140749 d:CurrentFinancialInstruments 2024-01-31 11140749 d:CurrentFinancialInstruments 2023-01-31 11140749 d:Non-currentFinancialInstruments 2024-01-31 11140749 d:Non-currentFinancialInstruments 2023-01-31 11140749 d:CurrentFinancialInstruments d:WithinOneYear 2024-01-31 11140749 d:CurrentFinancialInstruments d:WithinOneYear 2023-01-31 11140749 d:Non-currentFinancialInstruments d:AfterOneYear 2024-01-31 11140749 d:Non-currentFinancialInstruments d:AfterOneYear 2023-01-31 11140749 d:Non-currentFinancialInstruments d:BetweenOneTwoYears 2024-01-31 11140749 d:Non-currentFinancialInstruments d:BetweenOneTwoYears 2023-01-31 11140749 d:Non-currentFinancialInstruments d:BetweenTwoFiveYears 2024-01-31 11140749 d:Non-currentFinancialInstruments d:BetweenTwoFiveYears 2023-01-31 11140749 d:ShareCapital 2024-01-31 11140749 d:ShareCapital 2023-01-31 11140749 d:RetainedEarningsAccumulatedLosses 2023-02-01 2024-01-31 11140749 d:RetainedEarningsAccumulatedLosses 2024-01-31 11140749 d:RetainedEarningsAccumulatedLosses 2023-01-31 11140749 c:FRS102 2023-02-01 2024-01-31 11140749 c:Audited 2023-02-01 2024-01-31 11140749 c:FullAccounts 2023-02-01 2024-01-31 11140749 c:PrivateLimitedCompanyLtd 2023-02-01 2024-01-31 11140749 c:SmallCompaniesRegimeForAccounts 2023-02-01 2024-01-31 11140749 f:PoundSterling 2023-02-01 2024-01-31 iso4217:GBP xbrli:pure

Registered number: 11140749










COVENT GARDEN HOTEL (FREEHOLD) LTD










ANNUAL REPORT AND FINANCIAL STATEMENTS

INFORMATION FOR FILING WITH THE REGISTRAR

FOR THE YEAR ENDED 31 JANUARY 2024

 
COVENT GARDEN HOTEL (FREEHOLD) LTD
REGISTERED NUMBER: 11140749

STATEMENT OF FINANCIAL POSITION
AS AT 31 JANUARY 2024

2024
2023
Note
£
£

Fixed assets
  

Investment property
 5 
45,500,000
-

Current assets
  

Debtors: amounts falling due within one year
 6 
1,782,826
5,443,100

Cash at bank and in hand
 7 
54,041
-

  
1,836,867
5,443,100

Creditors: amounts falling due within one year
 8 
(12,576,232)
(5,493,073)

Net current liabilities
  
 
 
(10,739,365)
 
 
(49,973)

Total assets less current liabilities
  
34,760,635
(49,973)

Creditors: amounts falling due after more than one year
 9 
(48,650,000)
-

  

Net liabilities
  
(13,889,365)
(49,973)


Capital and reserves
  

Called up share capital 
  
100
100

Profit and loss account
 11 
(13,889,465)
(50,073)

  
(13,889,365)
(49,973)


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

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 by: 




T J R Kemp
Director

Date: 25 July 2024

The notes on pages 2 to 9 form part of these financial statements.

Page 1

 
COVENT GARDEN HOTEL (FREEHOLD) LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2024

1.


General information

Covent Garden Hotel (Freehold) Ltd is a private company, limited by shares, incorporated and registered in England and Wales under the Companies Act. The company's registered office is 18 Thurloe Place, London, SW7 2SP. 
The principal activity of the company in the current period is to hold the freehold interest of the Covent Garden Hotel.
The Company's functional and presentational currency is pound sterling (GBP), rounded to the nearest £1.

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 Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies (see note 3).

The following principal accounting policies have been applied:

 
2.2

Financial Reporting Standard 102 - reduced disclosure exemptions

The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
the requirements of Section 7 Statement of Cash Flows;
the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);
the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);
the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A;
the requirements of Section 33 Related Party Disclosures paragraph 33.7.

This information is included in the consolidated financial statements of Firmdale Holdings Limited as at 31 January 2024 and these financial statements may be obtained from the Registrar of Companies.

Page 2

 
COVENT GARDEN HOTEL (FREEHOLD) LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2024

2.Accounting policies (continued)

 
2.3

Going concern

The directors view the cashflows and liabilities of Firmdale Holdings Ltd and its subsidiaries (“the Group”) as a whole in making assessments of the group’s ability to meet its liabilities as they fall due. Therefore, as part of their assessment of going concern, the directors of the company have considered the funding and liquidity position of the Group to determine the appropriateness of preparing the financial statements on a going concern basis. 
Following the elimination of all material Covid related travel restrictions in mid 2021, international and domestic demand for both accommodation and food & beverage including events recovered very quickly. By March 2022 both Revenues and Earnings started to exceed those achieved in pre-Covid financial year 2020, and continuing growth led to record profitability for the Group in the financial year to January 2023. The financial year to January 2024 delivered further growth in profitability, and the current financial year is expected to do likewise. Excellent room rate growth, whilst maintaining substantial occupancies, has helped offset the effects of high cost base inflation. 
Rising interest rates have not had a significant impact on the Group given that in excess of 90% of group debt is either fixed or has the benefit of an interest rate cap.
In light of the cash reserves, positive trading projections, supportive banks and well progressed plans for the loan refinancing in November, the Board has a high degree of confidence that the company will be able to meet its liabilities as they fall due and meet its covenant obligations for a period of at least twelve months. The Directors have therefore concluded that the company can continue to adopt the going concern basis in preparing the annual report and accounts. The Board will continue to monitor developments closely and adjust their forecasting assumptions as required. 
The net current liabilities of £10,739 thousand at January 2024 are driven by amounts owed to Group undertakings of £10,702 thousand. These amounts arose from Group support when acquiring the freehold of Covent Garden Hotel and will not be recalled to the detriment of other creditors. 

 
2.4

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:

Rendering of services

Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
the amount of revenue can be measured reliably;
it is probable that the Company will receive the consideration due under the contract;
the stage of completion of the contract at the end of the reporting period can be measured reliably; and
the costs incurred and the costs to complete the contract can be measured reliably.

Page 3

 
COVENT GARDEN HOTEL (FREEHOLD) LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2024

2.Accounting policies (continued)

 
2.5

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.

Amounts paid and payable as an incentive to sign an operating lease are recognised as a reduction to income over the lease term on a straight-line basis, unless another systematic basis is representative of the time pattern over which the lessor's benefit from the leased asset is diminished.

 
2.6

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

 
2.7

Borrowing costs

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

 
2.8

Investment property

Investment property is carried at fair value determined annually by external valuers and derived from the current market rents and investment property yields for comparable real estate, adjusted if necessary for any difference in the nature, location or condition of the specific asset. No depreciation is provided. Changes in fair value are recognised in profit or loss.

 
2.9

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, 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. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

 
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 Statement of financial position when the Company becomes party to the contractual provisions of the instrument.

Page 4

 
COVENT GARDEN HOTEL (FREEHOLD) LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2024

2.Accounting policies (continued)


2.12
Financial instruments (continued)

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.

Other financial assets

Other financial assets, which includes investments in equity instruments which are not classified as subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the recognised transaction price. Such assets are subsequently measured at fair value with the changes in fair value being recognised in the profit or loss. Where other financial assets are not publicly traded, hence their fair value cannot be measured reliably, they are measured at cost less impairment.

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.

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.

Page 5

 
COVENT GARDEN HOTEL (FREEHOLD) LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2024

2.Accounting policies (continued)


2.12
Financial instruments (continued)

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.


Judgments in applying accounting policies and key sources of estimation uncertainty

The following judgements (including the key areas of estimation uncertainty) have had the most significant effect on amounts recognised in the financial statements:
Fair value of investment property
Freehold investment property is held at fair value based valuations completed by independent valuation specialists. These valuers hold recognised and relevant professional qualifications. The valuations are based on discounted cash flow models which include judgements surrounding future performance and market factors.


4.


Employees



The average monthly number of employees, including the directors, during the year was as follows:


        2024
        2023
            No.
            No.







Directors
1
1

Page 6

 
COVENT GARDEN HOTEL (FREEHOLD) LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2024

5.


Investment property


Freehold investment property

£



Valuation


Additions at cost
57,636,632


Deficit on revaluation
(12,136,632)



At 31 January 2024
45,500,000

On 28 February 2023, Covent Garden Hotel (Freehold) Ltd purchased the freehold of the property known as The Covent Garden Hotel 172-176 Shaftesbury Avenue, London, WC2, at market value. Another group entity held the leasehold which was assigned to Covent Garden Hotel (Leasehold) Ltd, a subsidiary of Covent Garden Hotel (Freehold) Ltd. 
The valuation for Covent Garden Hotel (Freehold) Ltd is based on a detailed valuation report completed by Cushman & Wakefield, Chartered Surveyors, an independent valuer with a recognised and relevant professional qualification and with recent experience in the location and category of the property being valued. The value is reflective of the freehold value subject to lease at the reporting date. 







6.


Debtors

2024
2023
£
£


Amounts owed by group undertakings
1,782,826
100

Other debtors
-
5,443,000

1,782,826
5,443,100


Amounts owed by group undertakings are unsecured, interest free and repayable on demand.


7.


Cash and cash equivalents

2024
2023
£
£

Cash at bank and in hand
54,041
-


Page 7

 
COVENT GARDEN HOTEL (FREEHOLD) LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2024

8.


Creditors: Amounts falling due within one year

2024
2023
£
£

Bank loans
850,000
-

Amounts owed to group undertakings
10,702,262
5,443,000

Other taxation and social security
4,975
-

Accruals and deferred income
1,018,995
50,073

12,576,232
5,493,073


Amounts owed to group undertakings are unsecured, interest-free, have no fixed date of repayment and are payable on demand.


9.


Creditors: Amounts falling due after more than one year

2024
2023
£
£

Bank loans
48,650,000
-



10.


Loans


Analysis of the maturity of loans is given below:


2024
2023
£
£

Amounts falling due within one year

Bank loans
850,000
-

Amounts falling due 1-2 years

Bank loans
875,000
-

Amounts falling due 2-5 years

Bank loans
47,775,000
-

49,500,000
-


The above balance relates to two bank loans with Coutts & Co. Facility A is for £34.5m and accrues interest at 6.551% per annum. It is repayable in instalments ending 27 February 2028.
Facility B is for £15m and accrues interest at a variable rate based on SONIA plus 2.5% margin. It is repayable in full on 27 February 2028.
Bank loans are secured by fixed and floating charges over the assets of the company.

Page 8

 
COVENT GARDEN HOTEL (FREEHOLD) LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2024

11.


Reserves

Profit and loss account

Profit and loss account represents cumulative profits or losses, net of dividends paid and other adjustments.


12.


Related party transactions

The company has taken advantage of the exemption available under paragraph 33.1A of the Financial  Reporting Standard 102 not to disclose transactions with other wholly owned members of the group.


13.


Controlling party

The immediate parent and controlling company is Firmdale Holdings Limited, a company registered in England and Wales.
The company is included within the consolidation of the Firmdale Holdings Limited group and this is the parent of the smallest and largest group which draws up consolidated financial statements. Firmdale Holdings Limited registered office address is 18 Thurloe Place, London, SW7 2SP. The consolidated accounts of this group are publicly available from the Registrar of Companies.

14.


Auditors' information

The auditors' report on the financial statements for the year ended 31 January 2024 was unqualified.

The audit report was signed on 31 July 2024 by Rajeev Shaunak BSc FCA (Senior statutory auditor) on behalf of MHA.

 
Page 9