Company registration number 11263054 (England and Wales)
LOLWORTH DEVELOPMENTS LTD
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2023
LOLWORTH DEVELOPMENTS LTD
COMPANY INFORMATION
Directors
N Al-Ghanim
A Al-Nafisi
D Bushe
Graeme Cosgrove
Company number
11263054
Registered office
Sixth Floor
Capital Tower
91 Waterloo Road
London
SE1 8RT
Auditor
Arnold Hill & Co LLP
Sixth Floor
Capital Tower
91 Waterloo Road
London
SE1 8RT
LOLWORTH DEVELOPMENTS LTD
CONTENTS
Page
Directors' report
1
Directors' responsibilities statement
2
Independent auditor's report
3 - 6
Profit and loss account
7
Balance sheet
8
Statement of changes in equity
9
Notes to the financial statements
10 - 14
LOLWORTH DEVELOPMENTS LTD
DIRECTORS' REPORT
FOR THE YEAR ENDED 30 NOVEMBER 2023
- 1 -

The directors present their annual report and financial statements for the year ended 30 November 2023.

Principal activities

The principal activity of the company continued to be that of property development.

Directors

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

N Al-Ghanim
A Al-Nafisi
D Bushe
Graeme Cosgrove
Results and dividends

The results for the year are set out on page 7.

 

No ordinary dividends were paid. The directors do not recommend payment of a final dividend.

Auditor

The auditor, Arnold Hill & Co LLP, is deemed to be reappointed under section 487(2) of the Companies Act 2006.

Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.

This report has been prepared in accordance with the provisions applicable to companies entitled to the small companies exemption.

On behalf of the board
D Bushe
Director
8 August 2024
LOLWORTH DEVELOPMENTS LTD
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 30 NOVEMBER 2023
- 2 -

The directors are responsible 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 UK Accounting Standards and applicable law including Section 1A of FRS 102 the Financial Reporting Standard applicable in the UK and Republic of Ireland. 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:

 

 

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.

LOLWORTH DEVELOPMENTS LTD
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF LOLWORTH DEVELOPMENTS LTD
- 3 -
Opinion

We have audited the financial statements of Lolworth Developments Ltd (the 'company') for the year ended 30 November 2023 which comprise the profit and loss account, the balance sheet, the statement of changes in equity and notes to the financial statements, including 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:

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 forming our opinion on the financial statements, which is not qualified, we have considered the adequacy of the disclosures made in note 1 of the financial statements concerning the company's ability to continue as a going concern. The company is reliant upon Salhia Real Estate Company K.S.C.P., the company's parent undertaking, to provide continuing financial support to the company, for at least twelve months after the date of approval by the directors of the financial statements for the year ended 30 November 2023 to enable the company to meet its liabilities as they fall due.

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. 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. 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 course of 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 this gives rise to a material misstatement in the financial statements themselves. 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.

LOLWORTH DEVELOPMENTS LTD
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF LOLWORTH DEVELOPMENTS LTD
- 4 -

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of our audit:

Matters on which we are required to report by exception

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 material misstatements in the directors' report.

 

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:

 

Responsibilities of directors

As explained more fully in the directors' responsibilities statement, 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.

LOLWORTH DEVELOPMENTS LTD
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF LOLWORTH DEVELOPMENTS LTD
- 5 -
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.

Detection of fraud and breaches of laws and regulations
To identify risks of material misstatement due to fraud, we considered events or conditions that could indicate an incentive or pressure to commit fraud or provide an opportunity to do so. Our approach included:
using analytical procedures to identify unusual relationships;
reading minutes of company meetings;
discussing company policies and procedures on fraud detection and prevention with directors, and enquiring about any knowledge of actual, alleged or suspected fraud.
We communicated identified fraud risks throughout our team and remained alert to any indications of fraud throughout the audit.
To identify risks of material misstatement due to non-compliance with laws and regulations, our approach was as follows:
We identified areas of laws and regulations that could reasonably be expected to have a material effect on the financial statements from our general commercial and sector experience, and through discussion with the directors and other management (as required by auditing standards), and discussed with the directors and other management the policies and procedures regarding compliance with laws and regulations;
We considered the legal and regulatory frameworks directly applicable to the financial statements reporting framework (FRS 102 and the Companies Act 2006) and the relevant tax compliance regulations;
We considered the nature of the industry, the control environment and business performance, including the key drivers for management's remuneration.
We communicated identified laws and regulations throughout our team and remained alert to any indications of non-compliance throughout the audit.
Based on this understanding we designed our audit procedures to identify non-compliance with such laws and regulations. Where the risk was considered to be higher, we performed audit procedures to address each identified fraud risk. We also performed procedures to address the risk of management override of controls and the risk of fraudulent revenue recognition, in particular the risks that revenue is recorded in the wrong period and that management may be in a position to make inappropriate accounting entries. Our procedures included: testing manual journals; reviewing the financial statement disclosures and testing to supporting documentation; performing analytical procedures; and enquiries of management, and were designed to provide reasonable assurance that the financial statements were free from fraud or error.
Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards. For example, the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely the inherently limited procedures required by auditing standards would identify it. The risk is also greater regarding non-detection of fraud rather than error, as fraud may involve intentional concealment, forgery, collusion, omission or misrepresentation. Our audit procedures are designed to detect material misstatement. We are not responsible for preventing non-compliance and cannot be expected to detect non-compliance with all laws and regulations.
LOLWORTH DEVELOPMENTS LTD
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF LOLWORTH DEVELOPMENTS LTD
- 6 -

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

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.

Bobby Gurdep Bhogal ACA ACCA ATT (Senior Statutory Auditor)
for and on behalf of Arnold Hill & Co LLP
28 August 2024
Chartered Accountants
Sixth Floor
Statutory Auditor
Capital Tower
London
91 Waterloo Road
LOLWORTH DEVELOPMENTS LTD
PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 30 NOVEMBER 2023
- 7 -
2023
2022
Notes
£
£
Administrative expenses
(169,514)
(172,251)
Operating loss
3
(169,514)
(172,251)
Interest payable and similar expenses
(122,583)
(89,315)
Loss before taxation
(292,097)
(261,566)
Taxation
-
0
-
0
Loss for the financial year
(292,097)
(261,566)
Total comprehensive income for the year
(292,097)
(261,566)
The profit and loss account has been prepared on the basis that all operations are continuing operations.
There are no recognised gains and losses other than those passing through the profit and loss account.
LOLWORTH DEVELOPMENTS LTD
BALANCE SHEET
AS AT
30 NOVEMBER 2023
30 November 2023
- 8 -
2023
2022
Notes
£
£
£
£
Current assets
Work-in-progress
5
1,614,206
1,223,889
Debtors
6
4,832
19,615
Cash at bank and in hand
135,999
74,450
1,755,037
1,317,954
Creditors: amounts falling due within one year
7
(125,658)
(148,129)
Net current assets
1,629,379
1,169,825
Creditors: amounts falling due after more than one year
8
(2,655,269)
(1,903,618)
Net liabilities
(1,025,890)
(733,793)
Capital and reserves
Called up share capital
9
101
101
Profit and loss reserves
(1,025,991)
(733,894)
Total equity
(1,025,890)
(733,793)

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

The financial statements were approved by the board of directors and authorised for issue on 8 August 2024 and are signed on its behalf by:
D Bushe
Director
Company Registration No. 11263054
LOLWORTH DEVELOPMENTS LTD
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 NOVEMBER 2023
- 9 -
Share capital
Profit and loss reserves
Total
£
£
£
Balance at 1 December 2021
101
(472,328)
(472,227)
Year ended 30 November 2022:
Loss and total comprehensive income
-
(261,566)
(261,566)
Balance at 30 November 2022
101
(733,894)
(733,793)
Year ended 30 November 2023:
Loss and total comprehensive income
-
(292,097)
(292,097)
Balance at 30 November 2023
101
(1,025,991)
(1,025,890)
LOLWORTH DEVELOPMENTS LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2023
- 10 -
1
Accounting policies
Company information

Lolworth Developments Ltd is a private company limited by shares incorporated in England and Wales. The registered office is Sixth Floor, Capital Tower, 91 Waterloo Road, London, SE1 8RT.

1.1
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. The disclosure requirements of Section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

1.2
Going concern

The directors have considered the appropriateness of the going concern basis in drawing up the financial statements of the company for the year ending 30 November 2023. Salhia Real Estate Company K.S.C.P., the company's parent undertaking, has agreed to provide continuing financial support to the company, for at least twelve months after the date of approval by the directors of the financial statements for the year ended 30 November 2023 to enable the company to meet its liabilities as they fall due. Thus it has adopted the going concern basis in preparing the annual financial statements.true

1.3
Work-in-progress
Work-in-progress comprises land under option with a view to future sale. Cost comprises land, direct materials and any directly attributable expenditure incurred in bringing the inventories to their present location and condition.
Work-in-progress is carried at the lower of cost and net realisable value. At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in the profit and loss account. Reversals of impairment losses are also recognised within the profit and loss account.
1.4
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

1.5
Financial instruments

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

 

Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.

 

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

LOLWORTH DEVELOPMENTS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2023
1
Accounting policies
(Continued)
- 11 -
Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method 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. Financial assets classified as receivable within one year are not amortised.

Basic financial liabilities

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Debt instruments are subsequently carried at amortised cost, using the effective interest rate method. Financial liabilities classified as payable within one year are not amortised. Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

1.6
Taxation

The tax expense represents the sum of the tax currently payable.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

 

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

 

No deferred tax asset has been recognised on losses carried forward due to the uncertainty of future taxable profits.

1.7

Cash flow statement

The directors have taken advantage of the exemption in Financial Reporting Standard 102 Section 1A (para 1A.7) from including a cash flow statement in the financial statements on the grounds that the company qualifies as a small entity.

LOLWORTH DEVELOPMENTS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2023
- 12 -
2
Judgements and key sources of estimation uncertainty

In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

 

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

3
Operating loss
2023
2022
Operating loss for the year is stated after charging:
£
£
Fees payable to the company's auditor for the audit of the company's financial statements
6,615
6,300
4
Employees

The average monthly number of persons (including directors) employed by the company during the year was 0 (2022: 0).

5
Work-in-progress
2023
2022
£
£
Work-in-progress
1,614,206
1,223,889
Developments costs relating to the acquisition of land under option with a view for future sale of £390,317 (2022: £217,594) have been incurred and capitalised as work-in-progress in the year.
There was no impairment of work-in-progress to net realisable value or reversal of impairment in the current or prior year.
6
Debtors
2023
2022
Amounts falling due within one year:
£
£
Other debtors
4,832
19,615
LOLWORTH DEVELOPMENTS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2023
- 13 -
7
Creditors: amounts falling due within one year
2023
2022
£
£
Trade creditors
28,495
108,917
Other creditors
97,163
39,212
125,658
148,129
8
Creditors: amounts falling due after more than one year
2023
2022
£
£
Loans due to group undertakings
2,655,269
1,903,618

The loan notes are secured by fixed and floating charges over the assets of the company.

9
Called up share capital
2023
2022
£
£
Ordinary share capital
50 Ordinary A shares of £1 each
50
50
50 Ordinary B shares of £1 each
50
50
1 Ordinary C share of £1 each
1
1
101
101
The holder of A ordinary shares is entitled to two votes in respect of each ordinary share held. The holder of B ordinary shares is entitled to two votes in respect of each ordinary share held. The chairman holds the C ordinary share and is entitled to a casting vote in the case of a tie between the A and B shareholders.
10
Financial commitments

At the balance sheet date, the company was engaged in a promotion and option, agreement relating to a land option for £650,000 (2022: £650,000) in addition to approved costs for a further £568,148 (2022: £224,428) of capital expenditure not provided for in the accounts.

11
Related party transactions
LOLWORTH DEVELOPMENTS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2023
11
Related party transactions
(Continued)
- 14 -

On 12 June 2018, the company issued floating rate secured loan notes of £20,000,000 at an interest rate of 5%+LIBOR. The loan is secured over the assets of the company. During the year, there has been drawdowns of £629,069 (2022: £429,775) from Salhia Real Estate Company K.S.C.P. and £nil (2022: £nil) from Simons Developments Limited, both previously joint venture shareholders in the company. Interest has been accrued using the effective interest rate method and added to the outstanding loan principals of £122,583 (2022: £89,315).

 

On 12 May 2021, the shareholding and loan notes of Simons Developments Limited was transferred to Salhia Real Estate Company K.S.C.P. for the aggregate sum of £1.

 

As at 30 November 2023, the outstanding loan balance totals £2,655,269 (2022: £1,903,618) due to Salhia Real Estate Company K.S.C.P.

12
Controlling party

The company's ultimate controlling party is Salhia Real Estate Company K.S.C.P. This is the smallest and largest group for which consolidated financial statements are prepared. Copies of the consolidated financial statements of Salhia Real Estate Company K.S.C.P. can be obtained from Mohammed Thunayan Al-Ghanim Street, P.O. Box 23413, Safat 13095, Kuwait (www.salhia.com).

 

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