NUPLACE LIMITED
Company registration number 09522014 (England and Wales)
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
PAGES FOR FILING WITH REGISTRAR
NUPLACE LIMITED
CONTENTS
Page
Strategic report
1 - 3
Balance sheet
4
Statement of changes in equity
5
Notes to the financial statements
6 - 12
NUPLACE LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 MARCH 2024
- 1 -

The directors present the strategic report for the year ended 31 March 2024.

Fair review of the business

Nuplace Limited was incorporated on 1 April 2015. Nuplace is a wholly owned subsidiary of Telford and Wrekin Council, limited by shares.

 

The principal activity of the company is the procurement of the construction and management of private and affordable residential property for rent, responding to the Borough’s housing needs including the availability of accessible and adaptable housing. In addition, the company aims to:

 

 

The company is financed by Telford and Wrekin Council, through a combination of equity in the form of share capital and debt finance.

 

Nuplace’s housing portfolio now comprises of 500 homes of which 65 are available to let at affordable rents, 19 are built to accessible standards, and 52 have been built to meet the new Building Regulation requirements regarding low carbon design with Nuplace also now having completed their first 4 properties to Future Homes Standards.

 

The programme has resulted in over 23 acres of brownfield land being regenerated, addressing sites that might otherwise blight communities, with a further 37.66 acres currently being regenerated at Wild Walk, Donnington. The programme is also delivering added value in terms of local employment, apprenticeships, supply chain development and the delivery of a range of community projects.

 

Nuplace’s growing portfolio now provides a range of homes across the Borough with houses available within North and South of Telford, including properties in Newport, with circa 1,350 people living in properties across the eleven sites.

 

During the year, works progressed on the scheme at The Gower, St Georges, with the construction of 10 new build properties alongside the creation of 3 converted dwellings within the grade 2 listed building, now well underway. Works have also continued at Wild Walk, Donnington, with 10 of the 66 plots now having been tenanted with the remaining plots to be handed over in phases throughout the next financial year. Works also commenced on 20 dwellings at the former New College site in Wellington, with these being developed alongside designated older people’s housing being delivered by the Wrekin Housing Group.

 

NUPLACE LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 2 -
Development and performance

Works also commenced to create 10, one and two bedroom apartments through the conversion of redundant first floor ancillary space above commercial units, as part of a wider regeneration scheme in Oakengates.

 

Funding was secured from the West Midlands Combined Authority to support the delivery of 28 homes, at a site in Ketley Bank, Telford including 7 converted dwellings alongside 21 new build. This project is set to start on site in April 2024 and will help safeguard a building of historical significance on a prominent site within the locality.

 

Planning consent was granted for a mixed use scheme within the Station Quarter area of Telford Town Centre which will see the delivery of 117 town houses and apartments for Nuplace, kick-starting the creation of a “city living” offer within Nuplace’s predominantly suburban portfolio. Works on this scheme are set to start on site in July 2024 and continue until early 2026 and will be delivered alongside 72 dwellings for affordable rent and shared ownership.

 

A planning application has also been submitted to convert redundant space within a historic building in Wellington into 9, one and two bedroom dwellings with works due to start on site late in the year. In addition, there is a strong pipeline of properties at feasibility stage as part of the ongoing Telford and Wrekin Homes Programme with Nuplace completing the acquisition and refurbishment of 5 additional properties within the year.

 

Rental income for the year totalled £4.1m (£3.9m; 2022/23), the increase representing the rental incomes from the Telford and Wrekin Homes portfolio. Rent levels increased across the portfolio in February 2024. Void levels reduced to 1.42%, (1.91%; 2022/23). Consistently high levels of customer satisfaction were demonstrated in the Nuplace tenancy survey completed in December 2023, with 96% of respondents confirming they would recommend Nuplace to friends and family.

 

The Company has continued to work with its tenants to offer support where there may be difficulties in making rent payments, and has closely monitored overdue debt and ensured appropriate payment plans are in place. Despite this bad debt has risen within the year with legal action now being taken in order to secure recovery wherever possible. The cost of managing the growing portfolio has increased in the year due to inflationary pressures in the economy.

 

Securing viability for schemes at the pre-construction stage has continued to be challenging given cost escalation for construction works coupled with high interest rates. This has however been compensated to a certain extent through rental increases and grant secured against schemes, enabling a number of projects to move into the construction phase. Viability appraisals for future sites will continue to be reviewed over the forthcoming year.

 

The Directors acknowledge that ongoing asset maintenance will be required to the investment properties, however, a provision in the financial statements has not been possible due to accounting standards requirements. The cost of asset and site maintenance in the year increased to £527,000 (£407,000; 2022/23) which is included in the cost of sales in the financial statements. A large proportion of this increase was attributed to one-off planned maintenance required to remediate gardens to rectify issues associated with drainage, works to remove damaged trees and those affected by ash dieback as well as other identified planned maintenance including door painting, carpet replacement, redecoration and statutory gas and electrical inspections. The Directors will ensure suitable reserves are held in order to meet asset maintenance obligations.

In accordance with the company’s accounting policy, the housing portfolio was revalued at the year end, with a net increase in value of £4.7m or 5.41% across completed units. The company has reported an operating profit before interest and taxation for the year ended 31 March 2024 of £2,717,169 (2022/23: £2,762,409). The company capitalises interest on loan finance during the site’s construction period, following which, interest is charged to the profit and loss account upon practical completion. In line with this policy, the company has incurred interest charges on the year’s profit of £2,371,394 (2022/23: £2,235.453). The company reported an operating profit after interest and taxation of £256,487 (after allowing for the increased rate of Corporation Tax) for the year (2022/23: £315,923). During the year the directors declared a final dividend of £0.0115p per ordinary share registered on 1st March 2024 totalling £253,300.

 

The investment outlined in this report will require additional funding to be drawn down from the shareholder in the form of further loans and equity. Nuplace continues to explore opportunities for further expansion with a number of pipeline sites currently under review.

NUPLACE LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 3 -

On behalf of the board

Mrs K I Callis
Director
14 August 2024
NUPLACE LIMITED
BALANCE SHEET
AS AT
31 MARCH 2024
31 March 2024
- 4 -
2024
2023
Notes
£
£
£
£
Fixed assets
Tangible assets
6
8,565,407
-
0
Investment property
7
92,473,302
86,743,303
101,038,709
86,743,303
Current assets
Debtors
8
46,771
13,096
Cash at bank and in hand
750,100
1,061,177
796,871
1,074,273
Creditors: amounts falling due within one year
9
(1,606,842)
(1,061,548)
Net current (liabilities)/assets
(809,971)
12,725
Total assets less current liabilities
100,228,738
86,756,028
Creditors: amounts falling due after more than one year
10
(50,175,742)
(44,832,334)
Provisions for liabilities
(427,318)
(395,511)
Government grants
(1,281,880)
(1,333,892)
Net assets
48,343,798
40,194,291
Capital and reserves
Called up share capital
22,200,000
18,800,000
Revaluation reserve
24,133,206
19,386,886
Profit and loss reserves
2,010,592
2,007,405
Total equity
48,343,798
40,194,291

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 14 August 2024 and are signed on its behalf by:
Mrs K I Callis
Director
Company registration number 09522014 (England and Wales)
NUPLACE LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2024
- 5 -
Share capital
Revaluation reserve
Profit and loss reserves
Total
Notes
£
£
£
£
Balance at 1 April 2022
16,900,000
16,636,602
1,879,482
35,416,084
Year ended 31 March 2023:
Profit for the year
-
-
315,923
315,923
Other comprehensive income:
Revaluation of investment properties
-
2,750,284
-
2,750,284
Total comprehensive income for the year
-
0
2,750,284
315,923
3,066,207
Issue of share capital
1,900,000
-
-
1,900,000
Dividends
-
-
(188,000)
(188,000)
Balance at 31 March 2023
18,800,000
19,386,886
2,007,405
40,194,291
Year ended 31 March 2024:
Profit for the year
-
-
256,487
256,487
Other comprehensive income:
Revaluation of investment properties
-
4,746,320
-
4,746,320
Total comprehensive income for the year
-
0
4,746,320
256,487
5,002,807
Issue of share capital
3,400,000
-
-
3,400,000
Dividends
-
-
(253,300)
(253,300)
Balance at 31 March 2024
22,200,000
24,133,206
2,010,592
48,343,798
NUPLACE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
- 6 -
1
Accounting policies
Company information

Nuplace Limited is a private company limited by shares incorporated in England and Wales. The registered office is Legal Services, Darby House, Lawn Central, Telford, Shropshire, TF3 4JA.

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, modified to include the revaluation of freehold properties and to include investment properties and certain financial instruments at fair value. The principal accounting policies adopted are set out below.

The company’s parent undertaking, Telford and Wrekin Council, includes the company in its Consolidated Financial Statements. The consolidated financial statements of Telford and Wrekin Council are prepared in accordance with International Financial Reporting Standards as adopted by the EU and are available to the public as may be obtained from Legal Services, Darby House, Lawn Central, Telford, TF3 4JA. In these financial statements, the company is considered to be a qualifying entity and has applied the exemptions available under FRS102 in respect of the following disclosures; related party transactions, cash flow statement, key management personnel and financial instruments.

1.2
Going concern

Atruet the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements. The company is funded by Telford and Wrekin Council which has confirmed financial support to fund the future activities of the company for the 30 year period of the loan. The day to day running of the company is supported by rental income, which is sufficient to meet liabilties as they fall due.

1.3
Turnover

Turnover is the rent receivable in the year, for properties let to tenants.

1.4
Tangible fixed assets

Tangible fixed assets are stated at cost. Tangible fixed assets include assets under construction and capitalised interest. Land is considered to be an appreciating asset and is thus not depreciated. Interest incurred during the construction period of investment properties is added to the capital value of the property.

1.5
Investment properties

Investment property is recognised as such once the entire development has been completed and revalued at open market value annually. Investment properties are not depreciated as they are anticipated to appreciate in value. In line with FRS 102 guidance on revaluation of investment property gains/losses on revaluation are shown in the profit and loss account. Gains/losses on revaluation are recognised in other comprehensive income and accumulated in equity.

NUPLACE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
1
Accounting policies
(Continued)
- 7 -
1.6
Impairment of fixed assets

At each reporting period end date, the company reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

1.7
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks.

1.8
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.

1.9
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. Therefore, deferred tax is not provided on the revaluation surpluses in connection with investment properties. The company is in the fairly unique position of being wholly owned by a Unitary Authority, any subsequent sale of revalued investment property would be done in collaboration with the Unitary Authority in such a way that corporation tax may not be payable by the company.

1.10
Government grants

Government grants are recognised at the fair value of the asset received or receivable when there is reasonable assurance that the grant conditions will be met and the grants will be received.

 

A grant that specifies performance conditions is recognised in income when the performance conditions are met. Where a grant does not specify performance conditions it is recognised in income when the proceeds are received or receivable. A grant received before the recognition criteria are satisfied is recognised as a liability.

 

The grants received by the company relate to the Newport development and Southwater Way development. These grants are released to the profit and loss account over the useful lives of the completed developments.

NUPLACE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 8 -
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.

Investment properties are valued by MRICS Registered Valuers and is an estimate of market value at 31 March 2024. Other estimates have been identified in the forms of accruals, prepayments and bad debt provisions. These are not classed as significant.

3
Turnover and other revenue
2024
2023
£
£
Turnover analysed by class of business
Investment Property Rentals
4,148,843
3,943,925
Analysis per statutory database
4,148,843
3,943,925
Statutory database analysis does not agree to the trial balance by:
1
-
2024
2023
£
£
Other operating income includes;
Interest income
84,658
46,049
Grants received
52,011
33,611
4
Employees

 

2024
2023
Number
Number
Total
-
0
-
0
5
Directors' remuneration

Directors of the company received no remuneration or benefit over the year 2024 - £nil (2023 - £nil).

 

The Directors are employees of the parent organisation.

NUPLACE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 9 -
6
Tangible fixed assets
Land and buildings
£
Cost
At 1 April 2023
-
0
Additions
8,565,407
At 31 March 2024
8,565,407
Depreciation and impairment
At 1 April 2023 and 31 March 2024
-
0
Carrying amount
At 31 March 2024
8,565,407
At 31 March 2023
-
0

Included in additions is capitalised interest of £127,227 (2023: £85,434) on the cost of construction. The total value of capitalised interest included within tangible fixed assets and investment properties at the year end is £1,966,094 (2023: £1,838,867).

7
Investment property
2024
£
Fair value
At 1 April 2023
86,743,302
Additions
997,179
Disposals
(13,500)
Revaluations
4,746,321
At 31 March 2024
92,473,302
NUPLACE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
7
Investment property
(Continued)
- 10 -

Nuplace Limited's property assets were valued on 31 March 2024 by internal valuers, Dawn Toy MRICS and David Scrimgeour MRICS, both Registered Valuers of Telford & Wrekin Council.

 

The valuations were carried out in accordance with the Standard terms of Engagement, detailed in Appendix 2 of the valuation report, CIPFA and the RICS Valuation - Global Standards and RICS Global Standards - UK National Supplement (the Red Book) and the International Valuation Standards (IVS), applicable at the valuation date. The valuation of each property was on the bases of Fair Value, which equates to Market Value and assumes that they would be sold subject to the Special Assumptions listed below. The valuer's opinion of Market Value was primarily derived using the comparables method as there was good evidence of previous sales on arm's-length terms.

 

Special Assumptions:

- Planning consent has been, or will be, granted for development (including a change in use) at the property. The impact of any conditions which may be imposed have also been considered.

- A building or other proposed development has been completed in accordance with a defined plan and specification.

- The property has been changed in a defined way (e.g. removal of process equipment)

- The property is vacant when, in reality, at date of valuation it is occupied.

- That a specific contract was in existence on the valuation date which had not actually been completed.

- It is let on defined terms when, in reality, at the date of valuation it is vacant.

- The exchange takes place between parties where one or more has a special interest and that additional value, or synergistic value, is created as a result of the merger of the interests.

- Treating the property as having been re-instated when it has not;

- Valuing as a cleared site with development permission assumed for the existing use; or

- Refurbishment or re-development for a different use reflecting the prospects of obtaining the necessary development permissions.

- In accordance with any applicable national or jurisdictional standard;

- Realistic and credible; and

- Cleary and comprehensively set out in the report.

NUPLACE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
7
Investment property
(Continued)
- 11 -

Lotting Assumptions:

8
Debtors
2024
2023
Amounts falling due within one year:
£
£
Trade debtors
38,269
7,464
Other debtors
8,502
5,632
46,771
13,096
9
Creditors: amounts falling due within one year
2024
2023
£
£
Trade creditors
193,744
274,616
Amounts owed to group undertakings
1,098,859
432,736
Taxation and social security
142,080
146,538
Other creditors
172,159
207,658
1,606,842
1,061,548
10
Creditors: amounts falling due after more than one year
2024
2023
£
£
Other creditors
50,175,742
44,832,334

Included in other creditors are secured loan facilities with Telford and Wrekin Council. These facilities are secured by the investment properties per note 5.

NUPLACE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 12 -
11
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:
Stacey Lea FCA
Statutory Auditor:
Dyke Yaxley Limited
Date of audit report:
22 August 2024
12
Financial commitments, guarantees and contingent liabilities

A grant of £1,008,336 was received from Telford and Wrekin Council in 2017/18 for the construction of 33 affordable units for rent at Springfields, Newport. The terms of this require Nuplace to hold the units as affordable, subject to repayment should the units cease to be held as such. The grant is released to the profit and loss account over the useful life of the units.

 

An additional grant of £460,000 was received in 2022/23 from the West Midlands Combined Authority for the construction of 46 units including 11 affordable units at Southwater Way. The terms of this required completion of the units by 31 December 2022 and this condition was met. The grant is released to profit and loss over the useful life of the units.

13
Capital commitments

At 31 March 2023 the company entered into a number of contracts for the development and acquisition of fixed assets estimated to cost £7,842,510 (2023: £10,746,790).

14
Related party transactions

The company has previously entered into loan agreements for secured loan facilities of up to £40,000,000 and up to £5,000,000 respectively with Telford and Wrekin Council. In the previous year, the Telford and Wrekin Council extended a further £10,000,000 secured facility. At the year end the company had drawn down £50,175,742 (2023: £44,832,334). Interest of £2,371,394 (2023: £2,320,886) had been charged by Telford and Wrekin Council. The loans are interest only and repayable at the end of their term.

 

The company purchased £1,078,994 (2023: £980,328) of services and acquired properties to the value of £Nil (2023: £2,028,000) from the Telford and Wrekin Council.

 

The total amount due to Telford and Wrekin Council at the balance sheet date is £51,274,601 (2023: £45,265,070).

15
Parent company

The ultimate controlling party and parent is Telford and Wrekin Council (registered office: Legal Services Darby House, Lawn Central, Telford, TF3 4JA) by virtue of it's 100% shareholding.

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