Company registration number 14174354 (England and Wales)
PADLOCK DUNSTABLE LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
PADLOCK DUNSTABLE 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 - 10
PADLOCK DUNSTABLE LIMITED
STATEMENT OF FINANCIAL POSITION
AS AT
31 DECEMBER 2023
31 December 2023
- 1 -
2023
2022
Notes
£
£
Non-current assets
Investment property
3
2,610,000
2,670,000
Deferred tax asset
7
91,420
7,954
2,701,420
2,677,954
Current assets
Trade and other receivables
4
69,629
502,440
Cash and cash equivalents
17,807
87,436
502,440
Current liabilities
Trade and other payables
6
3,062,855
3,083,529
Net current liabilities
(2,975,419)
(2,581,089)
Non-current liabilities
Deferred tax liabilities
7
30,117
Net (liabilities)/assets
(273,999)
66,748
Equity
Called up share capital
8
2
2
Revaluation reserve
10
90,351
Retained earnings
(274,001)
(23,605)
Total equity
(273,999)
66,748
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:
PADLOCK DUNSTABLE LIMITED
STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT
31 DECEMBER 2023
31 December 2023
- 2 -
I Muniandy
Director
Company registration number 14174354
PADLOCK DUNSTABLE LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
- 3 -
Share capital
Revaluation reserve
Retained earnings
Total
Notes
£
£
£
£
Balance at 15 June 2022
-
-
Period ended 31 December 2022:
Profit and total comprehensive income for the period
-
-
66,746
66,746
Transactions with owners in their capacity as owners:
Issue of share capital
8
2
-
-
2
Transfer to revaluation reserve
-
90,351
(90,351)
-
Balance at 31 December 2022
2
90,351
(23,605)
66,748
Year ended 31 December 2023:
Loss and total comprehensive income for the year
-
-
(340,747)
(340,747)
Transactions with owners in their capacity as owners:
Transfer to revaluation reserve
-
(90,351)
90,351
-
Balance at 31 December 2023
2
(274,001)
(273,999)
PADLOCK DUNSTABLE 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
13
294,232
2,549,274
Net cash inflow from operating activities
294,232
2,549,274
Investing activities
Additional capital expenditure to investment property
(276,425)
(2,549,532)
Interest received
256
Net cash used in investing activities
(276,425)
(2,549,276)
Financing activities
Proceeds from issue of shares
2
Net cash (used in)/generated from financing activities
-
2
Net increase in cash and cash equivalents
17,807
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year
17,807
PADLOCK DUNSTABLE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 5 -
1
Accounting policies
Company information
Padlock Dunstable 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, 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 01 January 2023 to 31 December 2023. The comparative figures cover the 7 month period from 15 June 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.
Padlock Dunstable Limited is a wholly owned subsidiary of Padlock UK Holdco 2 and the results of Padlock Dunstable Limited are included in the consolidated financial statements of Padlock Partners UK Fund II 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
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.
1.5
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.
1.6
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.
PADLOCK DUNSTABLE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 6 -
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.
Financial assets at fair value through other comprehensive income
Debt instruments are classified as financial assets measured at fair value through other comprehensive income where the financial assets are held within the company’s business model whose objective is achieved by both collecting contractual cash flows and selling financial assets, and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.
A debt instrument measured at fair value through other comprehensive income is recognised initially at fair value plus transaction costs directly attributable to the asset. After initial recognition, each asset is measured at fair value, with changes in fair value included in other comprehensive income. Accumulated gains or losses recognised through other comprehensive income are directly transferred to profit or loss when the debt instrument is derecognised.
The company has made an irrevocable election to recognize changes in fair value of investments in equity instruments through other comprehensive income, not through profit or loss. A gain or loss from fair value changes will be shown in other comprehensive income and will not be reclassified subsequently to profit or loss. Equity instruments measured at fair value through other comprehensive income are recognized initially at fair value plus transaction cost directly attributable to the asset. After initial recognition, each asset is measured at fair value, with changes in fair value included in other comprehensive income. Accumulated gains or losses recognized through other comprehensive income are directly transferred to retained earnings when the equity instrument is derecognized or its fair value substantially decreased. Dividends are recognized as finance income in profit or loss.
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.
PADLOCK DUNSTABLE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 7 -
1.7
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.
Derecognition of financial liabilities
Financial liabilities are derecognised when, and only when, the company’s obligations are discharged, cancelled, or they expire.
1.8
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.
1.9
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 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.
PADLOCK DUNSTABLE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 8 -
2
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
Year
Period
ended
ended
31 December
31 December
2023
2022
Number
Number
3
3
3
Investment property
2023
2022
£
£
Cost
At 1 January 2023
2,670,000
Additions through acquisition
2,517,531
Addition through subsequent expenditure
276,425
32,001
Fair value adjustment
(336,425)
120,468
At 31 December 2023
2,610,000
2,670,000
4
Trade and other receivables
2023
2022
£
£
VAT recoverable
42,050
479,915
Prepayments
27,579
22,525
69,629
502,440
5
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.
PADLOCK DUNSTABLE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 9 -
6
Trade and other payables
2023
2022
£
£
Trade payables
77,531
24,546
Amounts owed to fellow group undertakings
2,980,824
3,058,983
Accruals
4,500
3,062,855
3,083,529
7
Deferred taxation
2023
2022
£
£
Deferred tax liabilities
30,117
Deferred tax assets
(91,420)
(7,954)
(91,420)
22,163
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
£
£
£
Balance at 1 January 2022
Deferred tax movements in prior year
Charge/(credit) to profit or loss
(7,954)
30,117
22,163
Liability at 1 January 2023
30,117
30,117
Asset at 1 January 2023
(7,954)
(7,954)
Deferred tax movements in current year
Charge/(credit) to profit or loss
(29,477)
(84,106)
(113,583)
Asset at 31 December 2023
(37,431)
(53,989)
(91,420)
8
Share capital
2023
2022
2023
2022
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of £1 each
2
2
2
2
9
Capital risk management
PADLOCK DUNSTABLE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
9
Capital risk management
(Continued)
- 10 -
The company is not subject to any externally imposed capital requirements.
10
Revaluation reserve
2023
2022
£
£
At the beginning of the year
90,351
Transfer to retained earnings
(90,351)
90,351
At the end of the year
90,351
The transfer from retained earnings comprises of £336,425 revaluation loss on the investment property, offset by the deferred tax impact of £84,106, however tis is restricted to £90,351 as the revaluation reserve cannot go into debit.
11
Related party transactions
During the year, Padlock Dunstable Limited made purchases in insurance recharges totalling £21,080 (2022: £nil) from Padlock UK Bidco 2 Limited.
12
Controlling party
Padlock Dunstable Limited is a wholly owned subsidiary of Padlock UK Holdco 2 Limited and the results of Padlock Dunstable Limited are included in the consolidated financial statements of Padlock Partners UK Fund II which are available online from Sedar.com.
13
Cash generated from operations
2023
2022
£
£
(Loss)/profit for the year before income tax
(454,330)
88,909
Adjustments for:
Investment income
(256)
Fair value loss/(gain) on investment properties
336,425
(120,468)
Movements in working capital:
Increase in trade and other receivables
(5,054)
(22,525)
Increase in trade and other payables
417,191
2,603,614
Cash generated from operations
294,232
2,549,274
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