Company registration number 13321168 (England and Wales)
THE MINSTREL LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
THE MINSTREL 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 - 14
THE MINSTREL LIMITED
STATEMENT OF FINANCIAL POSITION
AS AT
31 DECEMBER 2023
31 December 2023
- 1 -
2023
2022
Notes
£
£
Non-current assets
Property, plant and equipment
3
-
0
5,216,257
Investment property
4
10,980,000
-
0
Deferred tax asset
10
639,073
262,764
11,619,073
5,479,021
Current assets
Inventories
5
3,955
-
Trade and other receivables
6
43,098
3,995
Cash and cash equivalents
63,604
378,247
110,657
382,242
Current liabilities
Trade and other payables
9
6,716,908
5,331
Net current (liabilities)/assets
(6,606,251)
376,911
Non-current liabilities
Borrowings
8
-
0
5,738,414
Deferred tax liabilities
10
1,234,727
-
0
1,234,727
5,738,414
Net assets
3,778,095
117,518
Equity
Called up share capital
12
1
1
Revaluation reserve
14
3,704,180
-
0
Retained earnings
73,914
117,517
Total equity
3,778,095
117,518

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.

THE MINSTREL LIMITED
STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT
31 DECEMBER 2023
31 December 2023
- 2 -

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 4 September 2024 and are signed on its behalf by:
I  Muniandy
Director
Company registration number 13321168
THE MINSTREL LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
- 3 -
Share capital
Revaluation reserve
Retained earnings
Total
£
£
£
£
Balance at 1 May 2022
1
-
0
232,526
232,527
Year ended 31 December 2022:
Loss and total comprehensive income for the year
-
-
(115,009)
(115,009)
Balance at 31 December 2022
1
-
0
117,517
117,518
Year ended 31 December 2023:
Profit and total comprehensive income for the year
-
-
3,660,577
3,660,577
Transactions with owners in their capacity as owners:
Transfer to revaluation reserve
-
3,704,180
(3,704,180)
-
Balance at 31 December 2023
1
3,704,180
73,914
3,778,095
THE MINSTREL LIMITED
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 4 -
2023
2022
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from/(absorbed by) operations
16
6,533,245
(991,097)
Interest paid
(284,638)
(66,870)
Net cash inflow/(outflow) from operating activities
6,248,607
(1,057,967)
Investing activities
Purchase of property, plant and equipment
-
0
(860,931)
Purchase of investment property
(824,836)
-
0
Repayment of loans
-
0
1
Net cash used in investing activities
(824,836)
(860,930)
Financing activities
Repayment of borrowings
(3,310,000)
(150,000)
Repayment of bank loans
(2,428,414)
2,428,414
Net cash (used in)/generated from financing activities
(5,738,414)
2,278,414
Net (decrease)/increase in cash and cash equivalents
(314,643)
359,517
Cash and cash equivalents at beginning of year
378,247
18,730
Cash and cash equivalents at end of year
63,604
378,247
THE MINSTREL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 5 -
1
Accounting policies
Company information

The Minstrel 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
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.

 

These financial statements for the year ended 31 December 2023 are the first financial statements of The Minstrel Limited prepared in accordance with IFRS. The company transitioned from UK GAAP 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 (section 1A). The transition to IFRS at the start of the accounting period required no changes to the comparative statement of financial position, performance or cash flows and no reconciliation has therefore been prepared.

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 The Minstrel Limited are included in the consolidated financial statements of Padlock Partners UK Fund IV which are available online from Sedar.com.

1.2
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.

1.3
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 company recognises revenue from the following major sources:

The nature, timing of satisfaction of performance obligations and significant payment terms of the company's major sources of revenue are as follows:

Self storage income

Self storage income is recognised over the period for which the storage room is occupied by the customer on a straight-line basis. Any opening offer discounts are spread evenly over the term of the discounted period.

THE MINSTREL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 6 -
Insurance income

Insurance income is recognised on a straight line basis over the period a customer occupies their room.

Packing material income

Packing material sales are recognised at the point of sales as there is no further ongoing performance obligation beyond the point of sale.

Non-storage income

Non storage income, which is principally rental income from tenants of properties awaiting development, is recognised on a straight-line basis over the period in which it is earned.

1.4
Property, plant and equipment

Property, plant and equipment are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Freehold land and buildings
Revaluation model

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the income statement.

Properties whose fair value can be measured reliably are held under the revaluation model and are carried at a revalued amount, being their fair value at the date of valuation less any subsequent accumulated depreciation and subsequent accumulated impairment losses. The fair value of the land and buildings is usually considered to be their market value.

 

Revaluation gains and losses are recognised in other comprehensive income and accumulated in equity, except to the extent that a revaluation gain reverses a revaluation loss previously recognised in profit or loss or a revaluation loss exceeds the accumulated revaluation gains recognised in equity; such gains and losses are recognised in profit or loss.

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.

1.6
Impairment of tangible and intangible assets

At each reporting 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.

THE MINSTREL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 7 -

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

 

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

 

Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

1.7
Inventories

Inventories are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the inventories to their present location and condition.

 

Inventories held for distribution at no or nominal consideration are measured at the lower of cost and replacement cost, adjusted where applicable for any loss of service potential.

Net realisable value is the estimated selling price less all estimated costs of completion and costs to be incurred in marketing, selling and distribution.

1.8
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.

1.9
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.

THE MINSTREL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 8 -
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.

1.10
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.

1.11
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.

1.12
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.

THE MINSTREL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 9 -
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.

1.13
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of inventories or non-current assets.

 

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

 

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

1.14
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

1.15
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.

2
Employees

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

2023
2022
Number
Number
3
5
THE MINSTREL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 10 -
3
Property, plant and equipment
Freehold land and buildings
£
Cost
At 1 May 2022
4,355,326
Additions
860,931
At 31 December 2022
5,216,257
Transfer to investment property
(5,216,257)
At 31 December 2023
-
0
Accumulated depreciation and impairment
At 1 May 2022 and 1 January 2023
-
0
At 31 December 2023
-
0
Carrying amount
At 31 December 2023
-
At 31 December 2022
5,216,257
4
Investment property
2023
2022
£
£
Cost
At 1 January 2023
-
0
-
0
Addition through subsequent expenditure
824,836
-
0
Transfers from owner-occupied property
5,216,257
-
0
Fair value adjustment
4,938,907
-
At 31 December 2023
10,980,000
-
0
5
Inventories
2023
2022
£
£
Finished goods
3,955
-
THE MINSTREL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 11 -
6
Trade and other receivables
2023
2022
£
£
Trade receivables
86
-
0
VAT recoverable
469
2,227
Other receivables
1,501
1
Prepayments
41,042
1,767
43,098
3,995
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.

THE MINSTREL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 12 -
8
Borrowings
Non-current
2023
2022
£
£
Borrowings held at amortised cost:
Bank loans
-
2,428,414
Directors' loans
-
3,310,000
-
0
5,738,414

During the year, the company repaid the bank loan and shareholder loans in full.

9
Trade and other payables
2023
2022
£
£
Trade payables
81,441
3,058
Amounts owed to fellow group undertakings
6,628,496
-
Accruals
6,326
2,273
Other payables
645
-
0
6,716,908
5,331
THE MINSTREL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 13 -
10
Deferred taxation
2023
2022
£
£
Deferred tax liabilities
1,234,727
-
0
Deferred tax assets
(639,073)
(262,764)
595,654
(262,764)
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
£
£
£
Asset at 1 January 2022
(262,764)
-
0
(262,764)
Asset at 1 January 2023
(262,764)
-
0
(262,764)
Deferred tax movements in current year
Charge/(credit) to profit or loss
(376,309)
1,234,727
858,418
Liability at 31 December 2023
-
0
1,234,727
1,234,727
Asset at 31 December 2023
(639,073)
-
0
(639,073)
11
Retirement benefit schemes
2023
2022
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
1,201
-

The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.

12
Share capital
2023
2022
2023
2022
Ordinary share capital
Number
Number
£
£
Issued and fully paid
A Ordinary shares of 80p each
80
80
1
1
B Ordinary shares of 20p each
20
20
-
-
C Ordinary shares of 2p each
2
2
-
-
13
Capital risk management

The company is not subject to any externally imposed capital requirements.

THE MINSTREL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 14 -
14
Revaluation reserve
2023
2022
£
£
At the beginning of the year
-
0
-
0
Transfer to retained earnings
3,704,180
-
0
At the end of the year
3,704,180
-
0

The transfer from retained earnings comprises of the £4,938,907 revaluation gain on the investment property, offset by the deferred tax impact of £1,234,727

15
Controlling party

The Minstrel Limited is a wholly owned subsidiary of Padlock UK Bidco 8 Limited. The ultimate parent is Padlock Partners UK Fund IV, a Canadian entity.

16
Cash generated from/(absorbed by) operations
2023
2022
£
£
Profit/(loss) for the year before income tax
4,518,995
(115,009)
Adjustments for:
Finance costs
284,638
66,870
Fair value gain on investment properties
(4,938,907)
-
Movements in working capital:
Increase in inventories
(3,955)
-
0
(Increase)/decrease in trade and other receivables
(40,861)
14,432
Increase/(decrease) in trade and other payables
6,713,335
(957,390)
Cash generated from/(absorbed by) operations
6,533,245
(991,097)
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