Kelso Estates Limited
Annual Report and Financial Statements
For the year ended 31 August 2023
Pages for Filing with Registrar
Company Registration No. 09215941 (England and Wales)
Kelso Estates Limited
Company Information
Directors
A Almihdar
R Daud
Company number
09215941
Registered office
6th Floor
9 Appold Street
London
EC2A 2AP
Auditor
Gilberts Chartered Accountants
Pendragon House
65 London Road
St Albans
Hertfordshire
AL1 1LJ
Kelso Estates Limited
Contents
Page
Balance sheet
1
Statement of changes in equity
2
Notes to the financial statements
3 - 7
Kelso Estates Limited
Balance Sheet
As at 31 August 2023
Page 1
2023
2022
Notes
£
£
£
£
Fixed assets
Investment properties
5
11,930,000
11,700,000
Current assets
Debtors
6
253,351
179,321
Cash at bank and in hand
562,749
389,787
816,100
569,108
Creditors: amounts falling due within one year
7
(6,309,500)
(5,820,929)
Net current liabilities
(5,493,400)
(5,251,821)
Total assets less current liabilities
6,436,600
6,448,179
Creditors: amounts falling due after more than one year
8
(1,937,500)
(2,187,500)
Deferred tax liability
(833,040)
(817,881)
Net assets
3,666,060
3,442,798
Capital and reserves
Called up share capital
9
852,361
852,361
Revaluation reserve
3,664,130
3,491,630
Profit and loss reserves
(850,431)
(901,193)
Total equity
3,666,060
3,442,798
The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.true
These financial statements have been prepared and delivered 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 29 August 2024 and are signed on its behalf by:
A Almihdar
R Daud
Director
Director
Company Registration No. 09215941
Kelso Estates Limited
Statement of Changes in Equity
For the year ended 31 August 2023
Page 2
Share capital
Revaluation reserve
Profit and loss reserves
Total
£
£
£
£
Balance at 1 September 2021
852,361
3,491,630
(1,047,315)
3,296,676
Year ended 31 August 2022:
Profit and total comprehensive income for the year
-
-
146,122
146,122
Balance at 31 August 2022
852,361
3,491,630
(901,193)
3,442,798
Year ended 31 August 2023:
Profit and total comprehensive income for the year
-
-
223,262
223,262
Transfer of other fair value adjustments to / (from) revaluation reserve
-
230,000
(230,000)
-
Transfer of deferred tax on unrealised gains on fair value adjustments to / (from) revaluation reserve
-
(57,500)
57,500
-
Balance at 31 August 2023
852,361
3,664,130
(850,431)
3,666,060
Kelso Estates Limited
Notes to the Financial Statements
For the year ended 31 August 2023
Page 3
1
Accounting policies
Company information
Kelso Estates Limited is a private company limited by shares incorporated and domiciled in England and Wales. The registered office is 6th Floor, 9 Appold Street, London, EC2A 2AP.
1.1
Accounting convention
These financial statements have been prepared in accordance with section 1A of 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 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 pound.
The financial statements have been prepared under the historical cost convention, modified to include the revaluation of investment properties at fair value. The principal accounting policies adopted are set out below.
1.2
Going concern
These financial statements are prepared on the going concern basis. The directors have a reasonable expectation that the company will continue in operational existence for the foreseeable future. trueIn addition, the parent company has agreed to provide sufficient funds to the company to enable it to continue operating and to meet its liabilities as they fall due. Thus they continue to adopt the going concern basis of accounting in preparing the financial statements.
1.3
Turnover
Turnover is recognised at the fair value of the consideration received or receivable for services provided in the normal course of business, and is shown net of VAT and other sales related taxes.
Turnover received in advance of rental periods is deferred and recognised over the length of the rental period.
1.4
Investment properties
Investment property, which is property held to earn rentals and/or for capital appreciation, is initially recognised at cost, which includes the purchase cost and any directly attributable expenditure. Subsequently it is measured at fair value at the reporting end date. Changes in fair value are recognised in profit or loss.
The investment property represents student accommodation, which is let furnished and is valued on that basis, and furnishings are included within the cost and valuation of the property.
1.5
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.
Kelso Estates Limited
Notes to the Financial Statements (Continued)
For the year ended 31 August 2023
1
Accounting policies
(Continued)
Page 4
1.6
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.
1.7
Equity instruments
Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.
1.8
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
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.
1.9
Foreign exchange
Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.
Kelso Estates Limited
Notes to the Financial Statements (Continued)
For the year ended 31 August 2023
Page 5
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.
Critical judgements
The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.
Investment Properties
The company uses the valuation performed by its independent valuers as the current market value of property.
Details of the valuation methodology and key assumptions are given in note 7.
3
Employees
There were no employees during the current year or prior period.
2023
2022
Number
Number
Total
The company's administrative functions are outsourced to a third party provider and therefore it has no staff.
4
Taxation
2023
2022
£
£
Current tax
UK corporation tax on profits for the current period
25,798
Deferred tax
Origination and reversal of timing differences
15,159
49,505
Total tax charge
40,957
49,505
Kelso Estates Limited
Notes to the Financial Statements (Continued)
For the year ended 31 August 2023
Page 6
5
Investment property
2023
£
Fair value
At 1 September 2022
11,700,000
Revaluations
230,000
At 31 August 2023
11,930,000
The most recent external valuation of the investment property was performed as at 31 August 2023 by Knight Frank LLP, Chartered Surveyors, who are not connected with the company.
The valuation was made on an open market value basis by reference to market evidence of transaction prices for similar properties.
The historical cost of the property is £7,726,298.
6
Debtors
2023
2022
Amounts falling due within one year:
£
£
Other debtors
238,828
170,118
Prepayments and accrued income
14,523
9,203
253,351
179,321
7
Creditors: amounts falling due within one year
2023
2022
£
£
Bank loans
250,000
266,909
Trade creditors
101,035
679
Amounts owed to group undertakings
5,604,745
5,295,146
Corporation tax
25,798
Accruals and deferred income
327,922
258,195
6,309,500
5,820,929
8
Creditors: amounts falling due after more than one year
2023
2022
£
£
Bank loans and overdrafts
1,937,500
2,187,500
Kelso Estates Limited
Notes to the Financial Statements (Continued)
For the year ended 31 August 2023
8
Creditors: amounts falling due after more than one year
(Continued)
Page 7
The bank loan is secured by way of a fixed and floating charge in respect of company assets and a first charge over the investment property.
9
Called up share capital
2023
2022
2023
2022
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of £1 each
852,361
852,361
852,361
852,361
10
Audit report information
As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006:
The auditor's report was unqualified.
Senior Statutory Auditor:
Luke Parker
Statutory Auditor:
Gilberts Chartered Accountants
11
Financial commitments, guarantees and contingent liabilities
The company has a management agreement with the managing agent of its property, under which it is committed to pay a percentage of annual rental income for each year to 31 August 2025, subject to a base fee of £47,000 (indexed for growth in RPI).
12
Operating lease commitments
Lessor
The company has entered into leases where the future minimum lease payments total £851,512 (2022: £757,124). These leases are all due to end in under 12 months.
13
Related party transactions
The company had related party transactions with its parent, of which it is a wholly owned subsidiary and as such has taken advantage of the exemption permitted under FRS 102 not to provide disclosures of transactions entered into with other wholly owned members of the group.
14
Parent company
The immediate parent company is Rambala Limited, whose registered address is Level 1, Palm Grove House, Wickham's Cay 1, Road Town, Tortola, British Virgin Islands.