Company registration number 13870618 (England and Wales)
HAVERHILL SS LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
HAVERHILL SS LIMITED
CONTENTS
Page
Statement of financial position
1 - 2
Statement of changes in equity
3
Statement of cash flows
4
Notes to the financial statements
5 - 12
HAVERHILL SS LIMITED
STATEMENT OF FINANCIAL POSITION
AS AT
31 DECEMBER 2023
31 December 2023
- 1 -
2023
2022
Notes
£
£
Non-current assets
Investment property
5
3,850,006
1,118,930
Deferred tax asset
10
8,075
3,858,081
1,118,930
Current assets
Trade and other receivables
6
515,865
6,188
Cash and cash equivalents
49,776
12,119
565,641
18,307
Current liabilities
Trade and other payables
9
2,268,717
54,554
Borrowings
8
1,084,900
2,268,717
1,139,454
Net current liabilities
(1,703,076)
(1,121,147)
Non-current liabilities
Deferred tax liabilities
10
544,782
Net assets/(liabilities)
1,610,223
(2,217)
Equity
Called up share capital
11
100
100
Revaluation reserve
13
1,634,346
Retained earnings
(24,223)
(2,317)
Total equity
1,610,223
(2,217)
HAVERHILL SS LIMITED
STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT
31 DECEMBER 2023
31 December 2023
- 2 -
The directors of the company have elected not to include a copy of the income statement within the financial statements.
For the period ended 31 December 2023 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.
The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.
The members have not required the company to obtain an audit of its financial statements for the year in question in accordance with section 476.
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 4 September 2024 and are signed on its behalf by:
I Muniandy
Director
Company registration number 13870618
HAVERHILL SS LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
- 3 -
Share capital
Revaluation reserve
Retained earnings
Total
Notes
£
£
£
£
Balance at 25 January 2022
-
-
Period ended 31 December 2022:
Loss and total comprehensive income for the period
-
-
(2,317)
(2,317)
Transactions with owners in their capacity as owners:
Issue of share capital
11
100
-
-
100
Balance at 31 December 2022
100
(2,317)
(2,217)
Year ended 31 December 2023:
Profit and total comprehensive income for the year
-
-
1,612,440
1,612,440
Transactions with owners in their capacity as owners:
Transfer to revaluation reserve
-
1,634,346
(1,634,346)
-
Balance at 31 December 2023
100
1,634,346
(24,223)
1,610,223
HAVERHILL SS LIMITED
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 4 -
2023
2022
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from operations
15
589,605
1,131,303
Interest paid
(354)
Net cash inflow from operating activities
589,605
1,130,949
Investing activities
Purchase of investment property
(551,948)
(1,118,930)
Net cash used in investing activities
(551,948)
(1,118,930)
Financing activities
Proceeds from issue of shares
100
Net cash (used in)/generated from financing activities
-
100
Net increase in cash and cash equivalents
37,657
12,119
Cash and cash equivalents at beginning of year
12,119
Cash and cash equivalents at end of year
49,776
12,119
HAVERHILL SS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 5 -
1
Accounting policies
Company information
Haverhill SS Limited is a private company limited by shares incorporated in England and Wales. The registered office is C/O Uk Storage Consultancy Limited Wework, 184 Shepherds Bush Road, London, United Kingdom, W6 7NL. The company's principal activities and nature of its operations are disclosed in the directors' report.
1.1
Reporting period
These financial statements are prepared as at 31 December 2023, and cover the 12 month period from 1 January 2023. The prior year financial statements cover the 11 month period from incorporation on 25 January 2022 to 31 December 2022.
1.2
Accounting convention
The financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted for use in the United Kingdom and with those parts of the Companies Act 2006 applicable to companies reporting under IFRS, except as otherwise stated.
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, except for the revaluation of investment property. The principal accounting policies adopted are set out below.
The company has taken advantage of the exemption under section 400 of the Companies Act 2006 not to prepare consolidated accounts. The financial statements present information about the company as an individual entity and not about its group.
The results of Haverhill SS Limited are included in the consolidated financial statements of Padlock Partners UK Fund IV which are available online from Sedar.com.
1.3
Going concern
The directors have at the time of approving the financial statements, a reasonable expectation that the truecompany 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.
1.4
Revenue
Revenue represents amounts derived from the provision of services which fall within the Company's ordinary activities after deduction of any discounts and any applicable value added tax.
The nature, timing of satisfaction of performance obligations and significant payment terms of the company's major sources of revenue are as follows:
Rental income
Rental income is recognised over the period for which the property was rented by the customer on a straight-line basis.
1.5
Investment property
Investment property, which is property held to earn rentals and/or for capital appreciation, is initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses. The surplus or deficit on revaluation is recognised in profit or loss.
HAVERHILL SS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 6 -
1.6
Cash and cash equivalents
Cash and cash equivalents 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.
1.7
Financial assets
Financial assets are recognised in the company's statement of financial position when the company becomes party to the contractual provisions of the instrument. Financial assets are classified into specified categories, depending on the nature and purpose of the financial assets.
At initial recognition, financial assets classified as fair value through profit and loss are measured at fair value and any transaction costs are recognised in profit or loss. Financial assets not classified as fair value through profit and loss are initially measured at fair value plus transaction costs.
Financial assets at fair value through profit or loss
When any of the above-mentioned conditions for classification of financial assets is not met, a financial asset is classified as measured at fair value through profit or loss. Financial assets measured at fair value through profit or loss are recognized initially at fair value and any transaction costs are recognised in profit or loss when incurred. A gain or loss on a financial asset measured at fair value through profit or loss is recognised in profit or loss, and is included within finance income or finance costs in the statement of income for the reporting period in which it arises.
Financial assets held at amortised cost
Financial instruments are classified as financial assets measured at amortised cost where the objective is to hold these assets in order to collect contractual cash flows, and the contractual cash flows are solely payments of principal and interest. They arise principally from the provision of goods and services to customers (eg trade receivables). They are initially recognised at fair value plus transaction costs directly attributable to their acquisition or issue, and are subsequently carried at amortised cost using the effective interest rate method, less provision for impairment where necessary.
Impairment of financial assets
Financial assets carried at amortised cost and FVOCI are assessed for indicators of impairment at each reporting end date.
The expected credit losses associated with these assets are estimated on a forward-looking basis. A broad range of information is considered when assessing credit risk and measuring expected credit losses, including past events, current conditions, and reasonable and supportable forecasts that affect the expected collectability of the future cash flows of the instrument.
Derecognition of financial assets
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership to another entity.
1.8
Financial liabilities
The company recognises financial debt when the company becomes a party to the contractual provisions of the instruments. Financial liabilities are classified as either 'financial liabilities at fair value through profit or loss' or 'other financial liabilities'.
Other financial liabilities
Other financial liabilities, including borrowings, trade payables and other short-term monetary liabilities, are initially measured at fair value net of transaction costs directly attributable to the issuance of the financial liability. They are subsequently measured at amortised cost using the effective interest method. For the purposes of each financial liability, interest expense includes initial transaction costs and any premium payable on redemption, as well as any interest or coupon payable while the liability is outstanding.
HAVERHILL SS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 7 -
Derecognition of financial liabilities
Financial liabilities are derecognised when, and only when, the company’s obligations are discharged, cancelled, or they expire.
1.9
Equity instruments
Equity instruments issued by the company are recorded at the proceeds received, net of direct issue costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.
1.10
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 income statement 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 is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary 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 income statement, 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.
1.11
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.
HAVERHILL SS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 8 -
2
Revenue
2023
2022
£
£
Revenue analysed by class of business
Rental income
5,000
10,000
All revenue is generated in the UK.
3
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2023
2022
Number
Number
3
4
HAVERHILL SS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 9 -
4
Income tax expense
2023
2022
£
£
Deferred tax
Origination and reversal of temporary differences
536,707
The charge for the year can be reconciled to the profit/(loss) per the income statement as follows:
2023
2022
£
£
Profit/(loss) before taxation
2,149,147
(2,317)
Expected tax charge/(credit) based on a corporation tax rate of 25.00% (2022: 25.00%)
537,287
(579)
Unutilised tax losses carried forward
579
Deferred tax adjustments in respect of prior years
(580)
Taxation charge for the year
536,707
-
5
Investment property
2023
2022
£
£
Cost
At 1 January 2023
1,118,930
Addition through subsequent expenditure
551,948
1,118,930
Fair value adjustment
2,179,128
-
At 31 December 2023
3,850,006
1,118,930
HAVERHILL SS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 10 -
6
Trade and other receivables
2023
2022
£
£
Trade receivables
2,500
VAT recoverable
2,123
1,598
Other receivables
504,170
-
Prepayments
9,572
2,090
515,865
6,188
7
Trade receivables - credit risk
Fair value of trade receivables
The directors consider that the carrying amount of trade and other receivables is approximately equal to their fair value.
No significant receivable balances are impaired at the reporting end date.
8
Borrowings
2023
2022
£
£
Borrowings held at amortised cost:
Directors' loans
-
1,084,900
9
Trade and other payables
2023
2022
£
£
Trade payables
12,809
1,704
Amounts owed to fellow group undertakings
2,227,365
-
Amounts owed to related parties
52,850
Accruals
28,543
2,268,717
54,554
HAVERHILL SS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 11 -
10
Deferred taxation
2023
2022
£
£
Deferred tax liabilities
544,782
Deferred tax assets
(8,075)
536,707
-
Deferred tax assets are expected to be recovered after more than one year
The following are the major deferred tax liabilities and assets recognised by the company and movements thereon during the current and prior reporting period.
Tax losses
Revaluation
Total
£
£
£
Liability at 1 January 2022 and 1 January 2023
Deferred tax movements in current year
Charge/(credit) to profit or loss
(8,075)
544,782
536,707
Liability at 31 December 2023
544,782
544,782
Asset at 31 December 2023
(8,075)
(8,075)
11
Share capital
2023
2022
2023
2022
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of 50p each
200
200
100
100
12
Capital risk management
The company is not subject to any externally imposed capital requirements.
13
Revaluation reserve
2023
2022
£
£
At the beginning of the year
Transfer to retained earnings
1,634,346
At the end of the year
1,634,346
The transfer from retained earnings comprises of £2,179,128 revaluation gain on the investment property, offset by the deferred tax impact of £544,782.
HAVERHILL SS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 12 -
14
Controlling party
Haverhill SS Limited is a wholly owned subsidiary of Padlock UK Bidco 8 Limited. The ultimate parent is Padlock Partners UK Fund IV, a Canadian entity.
15
Cash generated from operations
2023
2022
£
£
Profit/(loss) for the year before income tax
2,149,147
(2,317)
Adjustments for:
Finance costs
-
354
Fair value gain on investment properties
(2,179,128)
-
Movements in working capital:
Increase in trade and other receivables
(509,152)
(4,590)
Increase in trade and other payables
1,128,738
1,137,856
Cash generated from operations
589,605
1,131,303
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